Common use of Consummation of the Initial Business Combination Clause in Contracts

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article 9.7 of holders of the Amended and Restated Certificate shares of Incorporation Class A Common Stock, unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale 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 its taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units Unites in the this Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company obtains approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the stockholders shareholders who attend and vote at a duly held stockholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable)expenses, divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a its initial Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or (ii) with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Offered Securities then issued and outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholders’ shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares Offered Securities then issued and outstanding. 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public SharesOffered Securities, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-issued and outstanding Public SharesOffered Securities, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Offered Securities if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 IX of the Company’s Amended and Restated Certificate of Incorporation Incorporation, unless the Company offers the right opportunity to redeem the Public Shares in connection with Offered Securities upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions relating to the stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 51.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 Shares, if any, and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares, if any, and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 Sponsors and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then then-outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders on a pro rata basis, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 IX of the Amended and Restated Company’s Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, or a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, each of the Sponsor and each of the other parties Company’s directors and officers party to the Insider Letter have Agreement has agreed to vote all of their respective his, her or its Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A Common Stock the right to have its shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then outstanding Public Shares, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth closing of the Offering, as described in Section 9.2 of the Amended and Restated Certificate of Incorporation or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination business combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right holder of Public Shares with the opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at a per share price equal to the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, and a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation liquidating 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended Company’s amended and Restated Certificate restated memorandum and articles of Incorporation association to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Ordinary Shares if the Company does not complete a Business Combination within the time period set forth in the Amended its amended and Restated Certificate restated memorandum and articles of Incorporation association, or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation activity unless the Company offers the right Public Shareholders the opportunity to redeem the Public Shares in connection with upon approval of such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 Sponsors and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor Sponsors and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 Sixth of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Offered Securities then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares Offered Securities 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public SharesOffered Securities, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public SharesOffered Securities, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Offered Securities if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activityof holders of the Class A Ordinary Shares, as described in Article 9.7 Section 38.9 of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association, unless the Company offers the right opportunity to redeem the Public Shares in connection with Offered Securities upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Offered Securities then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares Offered Securities 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public SharesOffered Securities, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public SharesOffered Securities, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Offered Securities if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activityof holders of the Class A Ordinary Shares, as described in Article 9.7 Section [38.9] of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association, unless the Company offers the right opportunity to redeem the Public Shares in connection with Offered Securities upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange 1934 Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them Ordinary Shares they may acquire during or after this offering in favor of the Offering Company’s initial Business Combination, and the Anchor Investors have agreed to vote their Founder Shares 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 Class A Common 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 Unit redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by eighteen (18) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporationoffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Shareholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate Memorandum and Articles of Incorporation to modify Association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within eighteenth (18) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityoffering, as described in Article 9.7 Section 49.8 of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital common stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s 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 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public 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, liquidate dissolve and dissolveliquidate, subject in the case of clauses (ii) and (iii), ) to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases, subject to the other requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock included in the Offered 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 capital shares common stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within the time period set forth in required by the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers to the Public Stockholders the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payablepayable and amounts previously released to the Company to pay taxes), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payablepayable and amounts 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 the Company obtains the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the outstanding ordinary shares voted represented in person or by the stockholders proxy and entitled to vote thereon who vote at a duly held stockholders general meeting. A quorum for such meeting are voted will consist of the holders present in person or by proxy of shares of the Company representing a majority of the voting power of all outstanding shares of the Company entitled to approve vote at such Business Combinationmeeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and amounts previously released to the Company to pay taxes), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 49.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesshares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 9.2 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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 Shares and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders shareholders at a duly held stockholders shareholder meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 51.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company for Permitted Withdrawals (which interest shall be net of taxes payableas defined in Section 3(oo) below), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units Offered Securities in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares, the Class A Ordinary Shares included in the Private Placement Units and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering in favor of the Company’s initial Business CombinationCombination (except with respect to any such public shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any Commission interpretations or guidance relating thereto). If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company for Permitted Withdrawals, 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for Permitted Withdrawals, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of the Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide Public Shareholders the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activityof Public Shareholders, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter Letters have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 50,000 of interest to pay for the Company’s dissolution liquidation expenses and which any interest shall be net of for taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate dissolve and dissolveliquidate, subject in the case of clauses (ii) and (iii), ) 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, officers and directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to that would modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company it does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 Section 6(F) of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange 1934 Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them Ordinary Shares they may acquire during or after the Offering this offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Shareholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate Memorandum and Articles of Incorporation to modify Association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 closing of the Amended and Restated Certificate of Incorporation Offering, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Shares and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable)and not previously released to the Company to pay its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Offered Securities then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares Offered Securities then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law being the affirmative vote of a majority of the outstanding ordinary shares voted represented in person or by the stockholders proxy and entitled to vote thereon who vote at a duly held stockholders general meeting. A quorum for such meeting are voted will consist of the holders present in person or by proxy of shares of the Company representing a majority of the voting power of all outstanding shares of the Company entitled to approve vote at such Business Combinationmeeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public SharesOffered Securities, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public SharesOffered Securities, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered 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 holders or share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Offered Securities if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions relating to stockholders’ the shareholders rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with Offered Securities upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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 net proceeds held in the Trust Account from the Offering and certain of the proceeds from the sale of the Private Placement Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the an Insider Letter have has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account 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 certain of the proceeds from the sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesOrdinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding updissolution, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Shareholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate Memorandum and Articles of Incorporation to modify Association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section 39.8(b) of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange 1934 Act, including by means of 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 Class A Common Stock held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this offering 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall will be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall will pay no distributions with respect to any other holders or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 closing of the Amended and Restated Certificate of Incorporation Offering, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 51.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its income (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then issued and outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payableamounts withdrawn to pay the Company’s taxes), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payableamounts withdrawn to pay the Company’s taxes), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the its initial Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have Letters has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 18 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 18 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions relating to the stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Regulation 14A of the Commission’s proxy rules Exchange Act 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an “ordinary resolution” under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the stockholders shareholders who attend and vote at a duly held stockholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Assocation (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporation association) or (B) with respect to any other material provisions relating to stockholdersthe shareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them Ordinary Shares they may acquire during or after the Offering this 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 Ordinary Shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of ordinary shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s 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 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public 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, liquidate dissolve and dissolveliquidate, subject in the case of clauses (ii) and (iii), ) to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and in all cases, subject to the other requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock shares ordinary shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within the time period set forth in required by the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers to the Public Stockholders the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share equal to the quotient obtained by dividing (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 Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public 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 the quotient obtained by dividing (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by fifteen (15) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafterthereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (X) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by (Y) the number of Public Shares then outstanding Public Sharesoutstanding, 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 directorsdirectors in accordance with applicable law, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the other requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 15 months from the time period set forth in Closing Time (or such later date as has been approved pursuant to an amendment to the Amended and Restated Certificate of Incorporation Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate wind up and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activityof holders of the Class A Ordinary Shares, as described in Article 9.7 of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association, unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Regulation 14A of the Commission’s proxy rules Exchange Act 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an “ordinary resolution” under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the stockholders shareholders who attend and vote at a duly held stockholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 15 months from the time period set forth in closing of the Amended Offering (or such later date as may be been approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 15 months from the time period set forth in closing of the Amended Offering (or such later date as may be approved pursuant to a valid amendment to the Company’s amended and Restated Certificate restated memorandum and articles of Incorporation association) or (B) with respect to any other material provisions relating to stockholdersthe shareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 Sponsors and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then then-outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders on a pro rata basis, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section 9.2(d) of the Amended and Restated Company’s Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor Sponsor, the Anchor Investors and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and, each of the Sponsor and the Company’s officers and directors has agreed to vote any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders of capital stock present and entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within eighteen (18) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within eighteen (18) months from the time period set forth in Closing Time (or such later date as has been approved pursuant to an amendment to the Amended and Restated Certificate of Incorporation Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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 Shares and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders shareholders at a duly held stockholders shareholder meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 49.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, or a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, each of the Sponsor and each of the other parties Company’s directors and officers party to the Insider Letter have Agreement has agreed to vote all of their respective his, her or its Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A Common Stock the right to have its shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then outstanding Public Shares, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth closing of the Offering, as described in [Section [•]] of the Amended and Restated Certificate of Incorporation or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination business combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right holder of Public Shares with the opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at a per share price equal to the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 18 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 18 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article 9.7 of holders of the Amended and Restated Certificate of Incorporation Class A Ordinary Shares, unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share 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 Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect consummate a Business Combination within (i) 18 months from the Closing Time or (ii) 21 months from the Closing Time if the Sponsor has extended the period of time period set forth for the Company to complete its initial Business Combination by depositing additional funds into the Trust Account in accordance with the Amended terms of the Company’s charter and Restated Certificate the Trust Agreement (or such later date resulting from an amendment to the Company’s charter approved by vote of Incorporationits stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within (i) 18 months from the Closing Time or (ii) 21 months from the Closing Time if the Sponsor has extended the period of time period set forth for the Company to complete its initial Business Combination by depositing additional funds into the Trust Account in accordance with the Amended terms of the Company’s charter and Restated Certificate the Trust Agreement (or such later date resulting from an amendment to the Company’s charter approved by vote of Incorporation its stockholders) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 51.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Stockholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in Closing Time (or such later date as has been approved pursuant to an amendment to the Amended and Restated Certificate of Incorporation Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, Series 35 and each of the other parties Company’s directors and officers party to the an Insider Letter have has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A Common Stock the right to have its shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account 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 sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesshares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCompany’s charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section [9.7] of the Amended and Restated Company’s Certificate of Incorporation Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions provision relating to the stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Regulation 14A of the Commission’s proxy rules Exchange Act 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstandingissued. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders 's shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor and each of the other parties Company's directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering in favor of the Company’s '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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder's Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company passes an “Ordinary Resolution” in accordance with the Amended and Restated Memorandum and Articles of Association of the Company, which requires the affirmative vote of a majority of the outstanding shares voted shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by the stockholders proxy at a duly held stockholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company's Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s 's dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then outstanding then-issued Public Shares, which redemption will completely extinguish Public Stockholders’ Shareholders' 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 's remaining stockholders shareholders and the Company’s 's board of directors, wind up, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s 's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock holders or shares of the Company. The Sponsor Sponsor, and the Company’s 's officers, directors and director nominees will not propose any amendment to the Company's Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s 's obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company's Amended and Restated Certificate Memorandum and Articles of Incorporation Association) or (B) with respect to any other material provisions relating to stockholders’ the shareholders' rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company for Permitted Withdrawals (which interest shall be net of taxes payableas defined in Section 3(oo) below), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Offered Securities then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants Sponsor Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company for Permitted Withdrawals, divided by (II) the total number of Public Shares Offered Securities 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 shares, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public SharesOffered Securities, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for Permitted Withdrawals, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public SharesOffered Securities, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Offered Securities if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activityof holders of the Class A Ordinary Shares, as described in Article 9.7 Section 38.9 of the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association, unless the Company offers the right opportunity to redeem the Public Shares in connection with Offered Securities upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 18 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 18 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions relating to the stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article 9.7 of holders of the Amended and Restated Certificate shares of Incorporation Class A Common Stock, unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by fifteen (15) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within fifteen (15) months from the Closing Time (or 18 months or 21 months, as applicable, if such time period set forth is so extended as provided in the Amended and Restated Certificate of Incorporation Company’s charter, or such later date as has been approved pursuant to an amendment to the Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by eighteen (18) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within eighteen (18) months from the time period set forth in Closing Time (or such later date as has been approved pursuant to an amendment to the Amended and Restated Certificate of Incorporation Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Stockholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants Warrants, (y) such additional amounts as may be deposited by the Sponsor in connection with any extension to the period of time available to the Company to complete the initial Business Combination that is properly effected pursuant to the Company’s charter and the Trust Agreement, and (yz) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants Warrants, (2) such additional amounts as may be deposited by the Sponsor in connection with any extension to the period of time available to the Company to complete the initial Business Combination that is properly effected pursuant to the Company’s charter and the Trust Agreement, and (23) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by eighteen (18) months from the time Closing Time (or any extension period set forth in provided for in, and properly effected pursuant to, the Amended Company’s charter and Restated Certificate of Incorporationthe Trust Agreement), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within eighteen (18) months from the time period set forth in Closing Time (or such later date as has been properly effected pursuant to the Amended Company’s charter and Restated Certificate of Incorporation the Trust Agreement) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the an Insider Letter have has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A Common Stock the right to have its shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account 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 sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesshares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 18 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 18 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section 9.2(d) of the Amended and Restated Company’s Certificate of Incorporation Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale 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 its taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the this Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them during or after the Offering in favor of the Company’s initial Business Combination; Anchor Investors have also agreed to vote all of the Founder Shares they may hold in favor of the Company’s initial Business Combination pursuant to the Anchor Investors Subscription Agreement. If the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Class A Common Stock the right to have its shares such Public Stockholder’s Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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 Class A Common Stock, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesClass A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a its initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or (ii) with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange 1934 Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section [●] of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter Sponsors have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section 9.2(d) of the Amended and Restated Company’s Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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 Shares and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units Ordinary Shares in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders shareholders at a duly held stockholders shareholder meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 51.8 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Regulation 14A of the Commission’s proxy rules Exchange Act 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstandingissued. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company passes an “Ordinary Resolution” in accordance with the Amended and Restated Memorandum and Articles of Association of the Company, which requires the affirmative vote of a majority of the outstanding shares voted shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by the stockholders proxy at a duly held stockholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then outstanding then-issued Public Shares, 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, wind up, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock holders or shares of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association) or (B) with respect to any other material provisions relating to stockholdersthe shareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange 1934 Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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 subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock shares of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article Section 9.7 of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital common stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by eighteen (18) months from the time period set forth in closing of the Amended and Restated Certificate Offering (or up to 21 months from the closing of Incorporationthis offering at the election of the Company, subject to certain conditions, including the deposit of $2,000,000 (or $0.10 per unit) into the Trust Account), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public 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, liquidate dissolve and dissolveliquidate, subject in the case of clauses (ii) and (iii), ) to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases, subject to the other requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock included in the Offered 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 capital shares common stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within the time period set forth in required by the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers to the Public Stockholders the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share 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 Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable)not previously released to the Company to pay its taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)not previously released to the Company to pay its 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (and not previously released to the Company to pay its taxes and less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable)expenses, divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 18 months from the time period set forth Closing Time or 21 months from the Closing Time if we have executed a letter of intent, agreement in principle or definitive agreement for our initial Business Combination within 18 months from the Amended and Restated Certificate of Incorporation Closing Time but have not completed our initial Business Combination within such 18-month period, (or such later date as has been approved pursuant to an amendment to the Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Stockholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable)not previously released to the Company to pay its taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock the right to have its shares Public Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)not previously released to the Company to pay its taxes, divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by twenty-four (24) months from the time Closing Time (or any extension period set forth provided for in the Amended and Restated Certificate of IncorporationCompany’s charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of such net interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of Public Shares then outstanding Public Sharesoutstanding, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within twenty-four (24) months from the time period set forth in Closing Time (or such later date as has been approved pursuant to an amendment to the Amended and Restated Certificate of Incorporation Company’s charter) or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesshares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 [9.2]1 of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to any applicable provision of the Company’s Amended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering this offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have has agreed to vote all of their respective its Founder Shares and any other shares of Class A Common Stock purchased by them they may acquire during or after the Offering this 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital common stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by eighteen (18) months from the time period set forth in closing of the Amended and Restated Certificate Offering (or up to 21 months from the closing of Incorporationthis offering at the election of the Company, subject to certain conditions, including the deposit of $1,750,000 (or $0.10 per unit) into the Trust Account), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public 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, liquidate dissolve and dissolveliquidate, subject in the case of clauses (ii) and (iii), ) to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases, subject to the other requirements of other applicable law. Only Public Stockholders holding shares of Class A Common Stock included in the Offered 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 capital shares common stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the its Amended and Restated Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within the time period set forth in required by the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Company’s Amended and Restated Certificate of Incorporation unless the Company offers to the Public Stockholders the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter Sponsors have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-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 (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article 9.7 Section 9.2(d) of the Amended and Restated Company’s Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company Company, subject to the Company’s charter, may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock Public Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E of under the Exchange 1934 Act, including by means of 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 Public Shareholder with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Class A Common Stock Public Shares held by such stockholder Public Shareholder for an amount of cash per share equal to the quotient obtained by dividing (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 Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Units and the $15 Exercise Price Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) Shares then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law or stock exchange rules in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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, each of the Sponsor and the other parties to the Insider Letter have Company’s officers and directors has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them Shares they may acquire during or after the Offering offering and sale of the Securities 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 Class A Common Stock Shareholder the right to have its shares Public 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 the quotient obtained by dividing (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale of the Securities and the sale of the Private Placement Units and the $15 Exercise Price Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders of capital stock entitled to vote thereon at a duly held stockholders shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesPublic Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Public Shares who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within fifteen (15) months from the time period set forth in Closing Time, or eighteen (18) months from the Amended Closing Time if the Company has entered into a letter of intent with a target business for a Business Combination within fifteen (15) months from the Closing Time and Restated Certificate of Incorporationsuch Business Combination has not yet been consummated within such fifteen (15)-month period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 ten (10) business days thereafterthereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (X) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 to pay dissolution expenses), divided by (Y) the number of Public Shares then outstanding Public Sharesoutstanding, 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 directorsdirectors in accordance with applicable law, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the other requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock included in the Offered Securities Public Shares shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated Certificate of Incorporation its charter (A) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s obligation initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within fifteen (15) months from the time Closing Time, or eighteen (18) months from the Closing Time if the Company has entered into a letter of intent with a target business for a Business Combination within fifteen (15) months from the Closing Time and such Business Combination has not yet been consummated within such fifteen (15)-month period set forth in the Amended and Restated Certificate of Incorporation or (B) with respect to any other material provisions provision relating to stockholders’ rights or pre-initial Business Combination activity, activity as described in Article 9.7 of the Amended and Restated Certificate of Incorporation Company’s charter, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 Co-Sponsors and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them during or after the Offering 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 Class A Common 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), 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 voted by the stockholders shareholders at a duly held stockholders general meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 capital stock shares of the Company. The Sponsor Co-Sponsors and the Company’s officers, officers and directors and director nominees will not propose any amendment to the Amended and Restated Certificate Memorandum and Articles of Incorporation Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock Ordinary Shares upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate Memorandum and Articles of Incorporation Association or with respect to any other material provisions relating to stockholdersshareholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 49.10 of the Amended and Restated Certificate Memorandum and Articles of Incorporation Association unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesthe Class A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions provision relating to stockholders’ the rights or pre-initial Business Combination activity, as described in Article 9.7 of holders of the Amended and Restated Certificate of Incorporation Class A Ordinary Shares, unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of the shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have Letters has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock purchased by them him, her or it 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 Class A Common Stock the right to have its such Public Stockholder’s shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. 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, represented in person or by proxy and entitled to vote thereon, voted by the stockholders at a duly held stockholders meeting are voted to approve in favor of such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesthe shares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s stockholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 holders or capital stock of the Company. The Sponsor Sponsor, and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation to (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s stockholders) or (B) with respect to any other material provisions relating to the stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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 and the other parties to the Insider Letter have agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A 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 aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. 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 voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period 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 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or if the Company does not complete a Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, as described in Article 9.7 [●] of the Amended and Restated Certificate of Incorporation unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Class A Common Stock for cash upon consummation of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including by means of 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 Class A Common Stock held by such stockholder for an amount of cash per share 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 net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Sponsor Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal 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, Series 35 and each of the other parties Company’s directors and officers party to the an Insider Letter have has agreed to vote all of their respective Founder Shares and any other shares of Class A Common Stock purchased by them 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 Class A Common Stock the right to have its shares of Class A Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account 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 sale of the Private Placement Sponsor Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem sharesshares of Class A Common Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Class A Common Stock who properly exercise their redemption rights rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within the time period set forth in the Amended and Restated Certificate of IncorporationCompany’s charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payablepayable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the former Public Stockholders, 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, liquidate dissolve and dissolveliquidate, subject in the each case of clauses (ii) and (iii), 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 Class A Common Stock included in the Offered 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 of capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees Company will not propose any amendment to the Amended and Restated its Certificate of Incorporation to modify that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or outstanding Public Shares if the Company does has not complete consummated a Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activityOffering, as described in Article Section 9.7 of the Amended and Restated Company’s Certificate of Incorporation Incorporation, unless the Company offers the right to redeem the Public Shares in connection with such amendment.

Consummation of the Initial Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of the Class A 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 of the Exchange Act, including by means of 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 Class A Common Stock Ordinary Shares held by such stockholder shareholder for an amount of cash per share equal to (A) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and proceeds from the sale 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 its income taxes, divided by (B) the total number of shares of Class A Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder shareholder vote is required by applicable law or stock exchange rule in connection with the initial Business Combination, or the Company decides to hold a stockholder shareholder vote for business or other legal 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 and each of the other parties Company’s directors and officers party to the Insider Letter have has agreed to vote all of their his, her or its respective Founder Shares and any other shares of Class A Common Stock Ordinary Shares purchased by them him, her or it during or after the Offering 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 Class A Common Stock Ordinary Shares the right to have its shares such Public Shareholder’s Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and proceeds from the sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)and not previously released to the Company to pay its income taxes, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law being the affirmative vote of a majority of the outstanding ordinary shares voted represented in person or by the stockholders proxy and entitled to vote thereon who vote at a duly held stockholders general meeting. A quorum for such meeting are voted will consist of the holders present in person or by proxy of shares of the Company representing a majority of the voting power of all outstanding shares of the Company entitled to approve vote at such Business Combinationmeeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem sharesClass A Ordinary Shares, at the Redemption Price, from those Public Stockholders Shareholders who affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares who properly exercise their redemption rights in accordance with the applicable tender offer or proxy materials related to such Business Combination, 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 or shares of share capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within by 24 months from the time period set forth in closing of the Amended and Restated Certificate of IncorporationOffering (or such later date as may be approved by the Company’s shareholders), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay the Company’s dissolution expenses and which interest shall be net of taxes payableexpenses), divided by the number of then then-outstanding Public Shares, 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, liquidate and dissolve, subject in the each case of clauses (ii) and (iii), to the Company’s obligations under Delaware Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Class A Common Stock Ordinary Shares included in the Offered 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 holders or share capital stock of the Company. The Sponsor and the Company’s officers, directors and director nominees will not propose any amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation to Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Class A Common Stock upon the consummation of the Business Combination or Public Shares if the Company does not complete a its initial Business Combination within 24 months from the time period set forth in closing of the Amended and Restated Certificate of Incorporation Offering (or such later date as may be approved by the Company’s shareholders) or (B) with respect to any other material provisions relating to stockholders’ the shareholders rights or pre-initial Business Combination activity, as described in Article 9.7 of the Amended and Restated Certificate of Incorporation unless the Company offers the right opportunity to redeem the Public Shares in connection with upon approval of any such amendmentamendment at the Redemption Price.