Common use of Insider Shares Clause in Contracts

Insider Shares. In March 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March September 2021, the Company issued 2,875,000 shares of Class B common stock 3,737,500 Ordinary Shares (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor KVC Sponsor LLC (the “Sponsor”) ), for an aggregate purchase price consideration of $25,000 (or approximately $0.01 per share). In April 202125,000, the Sponsor transferred 100,000 Insider Shares 487,500 of which shares are subject to the Company’s Chief Financial Officer and director nomineesforfeiture. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier Sponsor until (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to occur of (A) six months after the completion of our the initial business combination or (B) subsequent to our initial business combinationBusiness Combination, (xy) if the last sale date on which the closing price of our Class A common stock the Ordinary Shares equals or exceeds $12.00 per unit share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our the consummation of the initial business combinationBusiness Combination, or (yz) earlier, if the date on which we complete Company consummates a subsequent liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that which results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock Ordinary Shares for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus (as defined below). The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such number of Insider Shares (up to 375,000 487,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.020% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Placement Shares (as defined below) or any Representative’s Securities Units (as defined below), and assuming the Sponsor does not purchase any Units in this Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March 2021, the The Company issued 2,875,000 to Plutonian Investments LLC, a Delaware limited liability company (the “Sponsor”), and other insiders, for an aggregate consideration of $25,000, 1,437,500 shares of Class B the Company’s common stock stock, par value $0.0001 per share (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of Initial Stockholders (Aas defined below) until the earliest of: (i) six months after the completion of our the initial business combination or Business Combination; (Bii) subsequent to our initial business combination, the date (xA) if on which the last reported sale price of our Class A common stock the Common Stock equals or exceeds $12.00 per unit share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (B) that is at least 150 calendar days after our the completion of the initial business combinationBusiness Combination; and (iii) subsequent to the initial Business Combination, or (y) the date on which we complete the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock Common Stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Stockholders” means holders of the Insider Shares. The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such the number of Insider Shares (up to 375,000 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.020% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Unit Private Placement Shares Securities (as defined below) or any Representative’s Securities Representative Shares (as defined below)) and assuming the Sponsor does not purchase any Units in the Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March 2021, the The Company issued 2,875,000 to Waton Sponsor Limited, a British Virgin Islands company (the “Sponsor”), for an aggregate consideration of $25,000, 1,437,500 Class B ordinary shares of Class B common stock the Company, par value $0.0001 per share (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders Initial Shareholders (as defined below) until the earlier to occur of of: (Ai) six months after the completion of our the initial business combination Business Combination; or (Bii) subsequent the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Public Shareholders having the right to our initial business combinationexchange their Public Shares for cash, securities or other property. Notwithstanding the foregoing, the Insider Shares will be released from the transfer restrictions in the immediately preceding sentence on the earlier of (x1) if the date on which the last reported sale price of our the Class A common stock Ordinary Shares equals or exceeds $12.00 per unit share (as adjusted for stock splitsshare sub-divisions, stock share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our the initial business combination, Business Combination; or (y2) subsequent to the initial Business Combination, the date on which we complete the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders the Company’s shareholders having the right to exchange their ordinary shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Shareholders” means holders of the Insider Shares. The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such the number of Insider Shares (up to 375,000 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.020% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Unit Private Placement Shares Securities (as defined below) or any Representative’s Securities Representative Shares (as defined below)) and assuming the Sponsor does not purchase any Units in the Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March 2021, the The Company issued 2,875,000 currently has 3,737,500 shares of Class B common stock F Common Stock, par value $0.0001 per share (the “Insider Shares”) to Mehana Equity LLC), the Company’s sponsor outstanding. Such shares are held by KLR Energy Sponsor, LLC (the “Sponsor”) and the Company’s officers and directors (collectively with the Sponsor, the “Insiders”) who received such shares in transfers from the Sponsor. The Insider Shares were originally issued for an aggregate purchase price consideration of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (or approximately $0.01 per sharethe “Act”). In April 2021To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 487,500 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Insider Shares necessary to maintain the Insiders’ 20% ownership interest in the Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding any shares purchased in the Offering). At the time of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (each a “Business Combination”), the Sponsor transferred 100,000 Insider Shares will automatically convert into shares of Common Stock on a one-for-one basis, subject to adjustment as set forth in the Company’s Chief Financial Officer Amended and director nomineesRestated Certificate of Incorporation. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the purchase sale of the Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares Insiders shall have no right to any liquidating liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shares Insiders shall not have redemption conversion rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full[___________], the initial stockholders will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.2016

Insider Shares. In March On October 1, 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Shares”) to Mehana Equity Noble Education Sponsor LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 0.009 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March On ______, 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Ordinary Shares”) , par value $0.0001 per share, to Mehana Equity Technology & Telecommunication LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 0.009 per share) (the “Insider Shares”). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. As used herein, the term “Initial Shareholders” shall mean the Sponsor. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders Initial Shareholders until (i) the earlier to occur of (A) six 6 months after the completion date of our the consummation of the Company’s initial business combination Business Combination or (Bii) subsequent the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of its public stockholders having the right to our initial business combinationexchange their Class A Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of the Company’s Class A Ordinary Shares may be sold, assigned or transferred by the Initial Shareholders if (x) if the last reported sale price of our the Company’s Class A common stock Ordinary Shares equals or exceeds $12.00 per unit share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after our the Company’s initial business combination, Business Combination or (y) the date on Company completes a transaction after the Company’s initial Business Combination which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Allotment Option.

Insider Shares. In March On November 26, 2021, the Company issued 2,875,000 shares of Class B common stock (the “Insider Ordinary Shares”) , par value $0.0001 per share, to Mehana Equity Technology & Telecommunication LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 0.009 per share) (the “Insider Shares”). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Insider Shares. As used herein, the term “Initial Shareholders” shall mean the Sponsor. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders Initial Shareholders until (i) the earlier to occur of (A) six 6 months after the completion date of our the consummation of the Company’s initial business combination Business Combination or (Bii) subsequent the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of its Public Shareholders having the right to our initial business combinationexchange their Class A Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of the Company’s Class A Ordinary Shares may be sold, assigned or transferred by the Initial Shareholders if (x) if the last reported sale price of our the Company’s Class A common stock Ordinary Shares equals or exceeds $12.00 per unit share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after our the Company’s initial business combination, Business Combination or (y) the date on Company completes a transaction after the Company’s initial Business Combination which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined in Section 2.21.1 herein). The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such number of Insider Shares (up to 375,000 Insider Shares) such that the Insider Shares then outstanding will comprise 20.0% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative’s Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Allotment Option.

Insider Shares. In March 2021, the The Company issued 2,875,000 to Whale Bay International Company Limited, a British Virgin Islands business company (the “Sponsor”), and other insiders, for an aggregate consideration of $25,000, 1,437,500 Class B ordinary shares of Class B common stock the Company, par value $0.0001 per share (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of Initial Shareholders (Aas defined below) until the earliest of: (i) six months after the completion of our the initial business combination or Business Combination; (Bii) subsequent to our initial business combination, the date (xA) if on which the last reported sale price of our Class A common stock the ordinary shares equals or exceeds $12.00 per unit share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (B) that is at least 150 calendar days after our the completion of the initial business combinationBusiness Combination; and (iii) subsequent to the initial Business Combination, or (y) the date on which we complete the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders the Company’s shareholders having the right to exchange their ordinary shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Shareholders” means holders of the Insider Shares. The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such the number of Insider Shares (up to 375,000 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.020% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Unit Private Placement Shares Securities (as defined below) or any Representative’s Securities Representative Shares (as defined below)) and assuming the Sponsor does not purchase any Units in the Offering) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Insider Shares. In March 2021, the The Company issued 2,875,000 to Whale Bay International Company Limited, a British Virgin Islands business company (the “Sponsor”), and other insiders, for an aggregate consideration of $25,000, 1,437,500 Class B ordinary shares of Class B common stock the Company, par value $0.0001 per share (the “Insider Shares”) to Mehana Equity LLC, the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $25,000 (or approximately $0.01 per share). In April 2021, the Sponsor transferred 100,000 Insider Shares to the Company’s Chief Financial Officer and director nominees. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of the Insider Shares. Except as described in the Registration Statement, none of the Insider Shares may be sold, assigned or transferred by the initial stockholders earlier to occur of Initial Shareholders (Aas defined below) until the earliest of: (i) six months after the completion of our the initial business combination or Business Combination; (Bii) subsequent to our initial business combination, the date (xA) if on which the last reported sale price of our Class A common stock the ordinary shares equals or exceeds $12.00 per unit share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (B) that is at least 150 calendar days after our the completion of the initial business combinationBusiness Combination; and (iii) subsequent to the initial Business Combination, or (y) the date on which we complete the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders the Company’s shareholders having the right to exchange their ordinary shares of common stock for cash, securities or other property, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Insider Shares shall be subject to restrictions on transfer as set forth in the Insider Letters Letter (as defined in Section 2.21.1 herein). “Initial Shareholders” means holders of the Insider Shares. The holders of Insider Shares shall have no right to any liquidating distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the time frame provided in the Prospectus. The holders of the Insider Shares shall not have redemption rights with respect to the Insider Shares. In the event that the Over-allotment Option is not exercised in full, the initial stockholders Sponsor will be required to forfeit such the number of Insider Shares (up to 375,000 187,500 Insider Shares) such that the Insider Shares then outstanding will comprise 20.020% of the issued and outstanding shares of the Company (but not including excluding any shares included in the Unit Private Placement Shares Securities (as defined below) or any Representative’s Securities Representative Shares (as defined below)) and assuming the Sponsor does not purchase any Units in the Offering) after giving effect to the Offering and exercise, if any, of the Over-Over- allotment Option.