Common use of Firm Unit Clause in Contracts

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock. The shares of Common Stock, the Warrants, and Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth fifth (1/101/5) of one share of Common Stock. The shares of Common Stock, the Warrants, and Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after upon the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/101/5) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 12.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), ) and one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share shares of Common Stock. The shares of Common Stock, Stock and the Warrants, and Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of for $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringacquisition by merger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice periodperiod (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one share of Common Stock Stock, and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockStock upon consummation of the Business Combination (as defined below). The shares of Common Stock, the Warrants, Warrants and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of for $11.50 per share during the period commencing on the later of (a) thirty (30) days the 30th day after the closing of a Business Combination (as defined below)Combination, or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringacquisition by merger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice periodperiod (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary share, par value $0.0001 per share share, of the Company (the “Common StockOrdinary Share”), ) and one (1) half of one redeemable warrant (the “Warrant(s)”) ), each whole Warrant entitling the holder thereof to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockOrdinary Share. The shares of Common Stock, Ordinary Shares and the Warrants, and Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Share at an exercise a price of $11.50 per share during the period commencing on the later of (a) thirty (30) 30 days after the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringmerger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have Ordinary Shares has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first given (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one one-half of a share of Common Stock Stock), and one (1) right (the “Right(s)”) to receive one-tenth (1/10) twentieth of one share of Common StockStock upon the consummation of a Business Combination (as defined below). The shares of Common Stock, the Warrants, and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one-half (1/2) of one (1) share of Common Stock at an exercise a price of $11.50 per full share during the period commencing on the later of (a) thirty (30) 30 days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below)date of the consummation of the Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). Each Right entitles the holder to receive one-tenth twentieth (1/101/20) of one share of Class A Common Stock upon consummation the closing of a Business CombinationCombination (as defined below). As used herein, the term “Business Combination” shall mean any acquiring, engaging in a acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock Ordinary Shares and one (1) right (the “Right(s)”) to receive one-acquire one tenth (1/10) of one share of Common Stock(1) Ordinary Share. The shares of Common StockOrdinary Shares, Warrants and the Warrants, and Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd trading day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the RepresentativesUnderwriters’ decision to allow earlier trading, subject, however, to conditioned upon the Company (i) filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (ii) issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Shares at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. Each Right entitles entitled the holder to receive one-one tenth (1/10) of one share of Class A Common Stock (1) Ordinary Share upon the consummation of a the Business CombinationCombination (defined below). As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock Ordinary Shares have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock Ordinary Shares underlying such Warrants during the period commencing on the first (1st) Business Day trading day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Daytrading day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, the New York are not Stock Exchange is open for businesstrading.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one share of Common Stock Stock, and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockStock upon consummation of the Business Combination (as defined below). The shares of Common Stock, the Warrants, Warrants and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of for $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below)Combination, or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringacquisition by merger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice periodperiod (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary share, par value $0.0001 per share share, of the Company (the “Common StockOrdinary Share”), one (1) redeemable warrant (the “Warrant(s)”) ), each whole Warrant entitling the holder thereof to purchase one share of Common Stock Ordinary Share, and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockOrdinary Share. The shares of Common StockOrdinary Shares, the Warrants, Warrants and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth of one Ordinary Share upon consummation by the Company of a Business Combination (as defined below). Rights must be exercised in multiples of ten. Each Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Share at an exercise a price of $11.50 per share during the period commencing on the later of (a) thirty (30) 30 days after the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringmerger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have Ordinary Shares has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first given (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one one-half of a share of Common Stock Stock), and one (1) right (the “Right(s)”) to receive one-tenth (1/10) twentieth of one share of Common StockStock upon the consummation of a Business Combination (as defined below). The shares of Common Stock, the Warrants, and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one-half (1/2) of one (1) share of Common Stock at an exercise a price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below)date of the consummation of the Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). Each Right entitles the holder to receive one-tenth twentieth (1/101/20) of one share of Class A Common Stock upon consummation the closing of a Business CombinationCombination (as defined below). As used herein, the term “Business Combination” shall mean any acquiring, engaging in a acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”), one (1) redeemable warrant (the “Warrant(s)”) ), each Warrant to purchase one share of Common Stock Stock, and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockStock upon consummation of the Business Combination (as defined below). The shares of Common Stock, the Warrants, Warrants and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of for $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below)Combination, or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringacquisition by merger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with of one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the [third (3rd) )] Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice periodperiod (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one-half (1/2) of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock Stock, and one (1) right (the “Right(s)”) with each whole Right to receive one-tenth eighth (1/101/8) of one share of Common Stock. The shares of Common Stock, the Warrants, and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”), ) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common StockOrdinary Shares. The shares of Common Stock, Ordinary Shares and the Warrants, and Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd trading day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Underwriter’s decision to allow earlier trading, subject, however, to conditioned upon the Company (i) filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (ii) issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Shares at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock Combination or earlier upon consummation of a Business Combinationredemption or liquidation. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock Ordinary Shares have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock Ordinary Shares underlying such Warrants during the period commencing on the first (1st) Business Day trading day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Daytrading day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, the New York are not Stock Exchange is open for businesstrading.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock Stock, and one (1) right (the “Right(s)”) with each whole Right to receive one-tenth (1/10) eighth of one share of Common Stock. The shares of Common Stock, the Warrants, and the Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A Common Stock upon consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.