Common use of per Firm Unit Clause in Contracts

per Firm Unit. Each Firm Unit consists of one (1) share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 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 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 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 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 balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units 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 of the Firm Units 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 ten Rights entitle the holder to receive one-tenth one (1/101) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any 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. 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, national 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 of 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 national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 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 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined hereinbelow). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock ordinary share, no par value, of the Company (“Common StockOrdinary Share(s)”) ), and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination an initial business combination (as defined belowthe “Right(s)”). Each ten Rights entitle the holder thereof to receive one Ordinary Share automatically upon the consummation of an initial business combination of the Company. The Common Stock Ordinary Shares and the Rights included in the Firm Units will not trade separately or be separately transferable until the earlier of the 90th 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 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 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. 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, national 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 of 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 national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) Class A ordinary share of common stock of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth fourth (1/101/4) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) or the announcement by the Company of the 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 balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing filing a press release Form 8-K 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 filing of a press release Form 8-K announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness. As used herein, the term “Effective Date” shall mean the date that the Registration Statement (as defined below) is declared effective.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) Class A ordinary share of common stock of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) or the announcement by the Company of the 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 balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing filing a press release Form 8-K 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 filing of a press release Form 8-K announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of common stock stock, par value $0.0001 per share of the Company (the “Common Stock”) and ), one (1) right redeemable warrant to purchase one share of Common Stock (the “Right(sWarrant(s)”) ), and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below) (the “Right(s)”). The shares of Common Stock Stock, the Rights, and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the 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 balanced sheet reflecting the Company’s our 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 Warrant entitles the holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $11.50 per share during the period commencing on the later of (a) 30 days after the closing of a Business Combination Combination, or (b) twelve months from the Closing (as defined hereinbelow), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withreorganization, or engaging in any other similar business combination with of one or more operating 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 Common Stock has been at least $21.00 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Shares”) and one (1) right (the “Right(s)”) to receive one-tenth sixth (1/101/6) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Company will not issue fractional shares upon conversion of the Rights. Fractional shares will be rounded down to the nearest whole share. The Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 Representative’s decision to allow earlier trading, subject, however, to the Company Company’s filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced 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, as decided. 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 sixth (1/101/6) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) share of common stock Class A ordinary of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”), and (ii) and one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective Date”) or the announcement by the Company of the 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 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) ), and one (1) right (the “Right(s)”) to receive onetwo-tenth (1/10) tenths of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 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 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 balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units 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 of the Firm Units 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 five (5) Rights entitle the holder to receive one-tenth one (1/101) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein)Combination. As used herein, the term “Business Combination” shall mean any 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. 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, national 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 of 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 national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Shares”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 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 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 (1/10) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right redeemable warrant (the “Right(sWarrant(s)”) ), each Warrant entitling the holder thereof to receive purchase one-tenth half (1/101/2) of one share of Common Stock upon the consummation of a Business Combination (as defined below)Ordinary Share . The Common Stock Ordinary Shares and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 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 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 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 Warrant entitles the holder to receive purchase one-tenth half (1/101/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of Common Stock upon the closing (a) completion of a Business Combination (as defined hereinbelow), or (b) twelve (12) months from the date of the consummation of the Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any 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, 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 Ordinary Shares 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 (“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, national 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 of 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 national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) Company’s ordinary share of common stock of the Company (“Common StockOrdinary Share”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the consummation of a Business Combination (as defined below). The Common Stock Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd 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 Representative’s decision to allow have earlier trading, subject, however, to the requirement that the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited 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, as decided. 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, as decided. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock Ordinary Share upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 Representative’s decision to allow earlier trading, subject, however, to the requirement that Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited 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, as decided. 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Common Stock”) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock and the Rights included in the Firm Units will not be separately transferable until the earlier of the 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 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 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 (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any 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. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks or The New York Stock Exchange in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such day.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $8.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of stock, par value $.0001 per share (the Company (“Common Stock”) ), and one (1) right (the “Right(s)”) warrant to receive one-tenth (1/10) of one purchase a share of Common Stock upon (the consummation of a Business Combination (as defined below“Warrant(s)”). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company of the Representative’s its decision to allow earlier tradingseparate trading based on their assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim 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 sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $5.00 per share during the closing period commencing on the later of a (a) the consummation by the Company of its “Business Combination Combination” or (as defined herein)b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination consummated by the Company with a single operating entity, or one or more businesses related or unrelated entities by in the Companypublishing industry located in the United States (as described more fully in the Registration Statement). As used herein, The Company has the term “Business Day” shall mean right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closedtime after the Warrants become exercisable; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems average closing sales price of the Company’s Common Stock has been at least $11.50 for any twenty (including wire transfers20) of national banks in New York, New York are generally open for use by customers trading days within a thirty (30) trading day period ending on such daythe third day prior to the day on which notice is given.

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $8.00 per Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock of stock, par value $.0001 per share (the Company (“Common Stock”) ), and one (1) right two warrants to purchase shares of Common Stock (the “Right(sWarrant(s)”) to receive one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The shares of Common Stock and the Rights Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day 90 days after the effective date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or of the announcement by Registration Statement (as defined in Section 2.1.1 hereof) unless Maxim informs the Company of the Representative’s its decision to allow earlier tradingseparate trading based on their assessment of the relative strengths of the securities markets and small capitalization companies in general, subjectand the trading pattern of, howeverand demand for, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt securities in particular. Maxim may decide to allow continued trading of the gross proceeds of the Offering and issuing a press release announcing when Units following such separate trading will beginseparation. In no event will the Company Maxim 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 sheet; (ii) the issuance of Company files a Form 8-K and issues a press release announcing when such separate trading shall will begin; and (iii) the Business Day (defined below) following the earliest to occur of the expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Right Warrant entitles the its holder to receive one-tenth (1/10) of purchase one share of Common Stock upon for $5.00 per share during the closing period commencing on the later of a (a) the consummation by the Company of its “Business Combination Combination” or (as defined herein)b) one year from the Effective Date of the Registration Statement and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation with, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination consummated by the Company with a single operating entity, or one or more businesses related or unrelated entities by in the Companypublishing industry located in the United States (as described more fully in the Registration Statement). As used herein, The Company has the term “Business Day” shall mean right to redeem the Warrants (including the Representative’s Warrants) upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closedtime after the Warrants become exercisable; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems average closing sales price of the Company’s Common Stock has been at least $11.50 for any twenty (including wire transfers20) of national banks in New York, New York are generally open for use by customers trading days within a thirty (30) trading day period ending on such daythe third day prior to the day on which notice is given.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) Class A ordinary share of common stock of the Company Company, with no par value (each, a “Common StockClass A Ordinary Share”) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive one-tenth fourth (1/101/4) of one share of Common Stock Class A Ordinary Share upon the consummation of a the initial Business Combination (as defined below). The Common Stock Class A Ordinary Shares and the Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that of the Registration Statement Prospectus (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the 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 balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing filing a press release Form 8-K 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 filing of a press release Form 8-K announcing when such separate trading shall begin. Each Right entitles the holder to receive one-tenth (1/10) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withamalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with with, one or more operating businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national 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 other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for use by customers on such daybusiness. As used herein, the term “Effective Date” shall mean the date that the Registration Statement (as defined below) is declared effective.