Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1). The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. In November 2022On March 26, March 2023 and January 20242021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited DC Rainier SPV LLC (the “Sponsor”) ), the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 4,312,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) common stock (the “Founder Shares”) including an aggregate of 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 27, 2021 and September 30, 2021, the Representative transferred 300,000 Representative’s Shares and 50,000 Representative’s Shares, respectively, to the Sponsor and agreed to transfer an additional 95,000 Representative’s Shares if the Over-Allotment Option is exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (excluding any shares purchased in the Offering, Offering and any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares)). 1.4.21.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units 551,200 units (or 206,900 Units 596,200 units if the Overover-Allotment Option allotment option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share share of Common Stock (the “Private Shares”) and three-fourths of one Right warrant (the “Private RightWarrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024Prior to the Offering, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited SportsMap, LLC (the “Sponsor”) for ), an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% affiliate of the Company’s issued and outstanding officers, directors or their affiliates or designees (collectively, the “Insiders”) 2,300,000 shares after of common stock in a private placement intended to be exempt from registration under Section 4(a)(2) of the Offering Securities Act of 1933, as amended (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect “Act”). Also prior to the Private Shares Offering, the Company issued to the Representative and its designees (as defined belowcollectively, the “Xxxx Designees”) and 575,000 shares of common stock (together with the Representative’s Shares) (shares issued to the Insiders, the “Founder Shares”)) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be are subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (i) Insiders and Xxxx Designees shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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, (ii) . The Insiders and Xxxx Designees shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not they be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ collective 20% ownership interest in the issued and outstanding shares Common Stock of the Company Insiders and Xxxx Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (excluding any shares purchased in the Offering, any Offering by the Insiders and Xxxx Designees and the Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares)). 1.4.21.3.2. The Xxxx Designees further agree that they will not sell, transfer, assign, pledge or hypothecate any of the Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Founder Shares held by the Xxxx Designees will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Founder Shares held by the Xxxx Designees shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. Simultaneously with the Closing Date, the Sponsor Insiders and the Xxxx Designees will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) 615,000 units (the “Private Units”), each consisting of one Ordinary Share share of Common Stock (the “Private Shares”) and three-quarters of one Right warrant (the “Private RightWarrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. Insiders and Xxxx Designees have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 60,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.20 per Public Share sold in the Offering.

Private Placements. 1.4.1. In November 2022, March 2023 and January 20241.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the Company issued “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited 2,875,000 Ordinary Shares (the “SponsorFounders’ Shares”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up in private placements intended to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% be exempt from registration under Section 4(a)(2) of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (Securities Act of 1933, as defined below) and the Representative’s Shares) amended (the “Founder SharesAct”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements Escrow Agreement (as defined in Section 2.24.12.26.3 below). The holders of the Founder Founders’ Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founders’ Shares shall not be entitled to exercise any redemption have conversion rights with respect to such Founder the Founders’ Shares and (iii) nor shall not they be entitled to sell any such shares Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the holders of Founder Shares’ their collective 20% ownership interest in the issued and outstanding shares of the Company Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. 1.3.2 Simultaneously with the Closing Date, the Sponsor Initial Shareholders will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 2.26.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) 4,750,000 Warrants (the “Private Units”), each consisting of one Ordinary Share (the “Private SharesWarrants”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. Certain Initial Shareholders have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 450,000 additional Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024February 2020, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited GigAcquisitions3, LLC (the “Sponsor”) for an aggregate purchase price of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, or approximately $0.014 per sharein private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, including an aggregate of up to 225,000 shares subject to forfeiture by as amended (the Sponsor “Act”). Prior to the extent that Closing, the Underwriters’ Over-Allotment Option is not exercised in full or in partCompany will issue 5,000 shares of Common Stock (the “Insider Shares” and, so that together with the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Company Founder Shares) (, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Insider Letters. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founder Shares shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not the holders be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 225,000 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the holders of Founder SharesSponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Private Placement Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units 650,000 units of the Company, plus an additional 39,000 units if the Over-Allotment Option is exercised in fullfull (collectively, or such number the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of Units such that at least $10.00 per Public Unit sold 100,000 units of the Company, plus an additional 15,000 units if the Over-Allotment Option is held exercised in full (collectively, the Trust Account) (“Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024February 2023, the Company issued to Bxxxx Holding LP, a Delaware limited partnership (“Bxxxx XX”) for aggregate consideration of $25,000, an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Ordinary Shares (the “SponsorInsider Shares”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up in a private placement intended to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% be exempt from registration under Section 4(a)(2) of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (Securities Act of 1933, as defined below) and the Representative’s Shares) amended (the “Founder SharesAct”). Bxxxx XX thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with Bxxxx XX, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (i) Sponsors shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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 Sponsors shall not have conversion rights with respect to the Insider Shares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (iicollectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full Combination or in part, up to 225,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect amendment to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, any Private Shares Charter Documents (as defined below) purchased relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the Private Placement event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Sponsor effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the Company’s officers, directors or their affiliates above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (“Insiders”) and any Representative’s Sharesas defined in Section 2.24.5). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor Sponsors, the Representative and/or their designees will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Agreements (as defined in Section 2.24.2 below) ), an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share Shares (the “Private Shares”) and one Right (the “Private Right” and together Rights”), with the Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Shares, the “Private Securities”)Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. Createcharm and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024February 2020, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited GigAcquisitions3, LLC (the “Sponsor”) for an aggregate purchase price of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, or approximately $0.014 per sharein private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, including an aggregate of up to 225,000 shares subject to forfeiture by as amended (the Sponsor “Act”). Prior to the extent that Closing, the Underwriters’ Over-Allotment Option is not exercised in full or in partCompany will issue 5,000 shares of Common Stock (the “Insider Shares” and, so that together with the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Company Founder Shares) (, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Insider Letters. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founder Shares shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not the holders be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 225,000 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the holders of Founder SharesSponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Private Placement Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units 650,000 units of the Company, plus an additional 39,000 units if the Over-Allotment Option is exercised in fullfull (collectively, or such number the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of Units such that at least $10.00 per Public Unit sold 243,479 units of the Company, plus an additional 36,521 units if the Over-Allotment Option is held exercised in full (collectively, the Trust Account) (“Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private (1) following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private PlacementUnderwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024February 2020, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited GigAcquisitions3, LLC (the “Sponsor”) for an aggregate purchase price of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, or approximately $0.014 per sharein private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, including an aggregate of up to 225,000 shares subject to forfeiture by as amended (the Sponsor “Act”). Prior to the extent that Closing, the Underwriters’ Over-Allotment Option is not exercised in full or in partCompany will issue 5,000 shares of Common Stock (the “Insider Shares” and, so that together with the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Company Founder Shares) (, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Insider Letters. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founder Shares shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not the holders be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 225,000 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the holders of Founder SharesSponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Private Placement Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units 650,000 units of the Company, plus an additional 39,000 units if the Over-Allotment Option is exercised in fullfull (collectively, or such number the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of Units such that at least $10.00 per Public Unit sold 243,479 units of the Company, plus an additional 36,521 units if the Over-Allotment Option is held exercised in full (collectively, the Trust Account) (“Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024, the The Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited (the “Sponsor”) for an aggregate purchase price of 1,150,000 Class B ordinary shares, par value $25,000, or approximately $0.014 0.0001 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) share (the “Founder Shares”), for aggregate consideration of $25,000, to Xiaosen Sponsor LLC (the “Sponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (ithe “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) 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 Insiders shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 187,500 of the Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative’s Shares (iidefined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share. In October 2021, the Company issued 12,132 EBC shares to EarlyBirdCapital and 12,868 Class B ordinary shares to the Representative (together with the EBC Shares, the 155,250 Class B ordinary shares issued in August 2021, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption conversion rights with respect to such Founder Representative’s Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To Combination or certain amendments to the extent that Charter Documents (as defined in Section 2.11) as described in the Over-Allotment Option is not exercised by the Underwriters Prospectus (as defined in full or in part, up Section 2.1.1 below) and (ii) will have no right to 225,000 any liquidation distributions with respect to any portion of the Founder Representative’s Shares shall be forfeited in an amount necessary the event the Company fails to maintain consummate a Business Combination within the required time period. The holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Company after giving effect Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the Offering and exercise, if any, effective date of the Underwriters’ Over-Allotment Option Registration Statement to anyone other than (excluding any shares purchased i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any Private such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s SharesSection 2.24.5). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 193,400 350,000 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 30,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.3.4. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.4.1. In On November 202216, March 2023 and January 20242021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Mxxxxx Canyon Acquisition Sponsor, LLC (the “Sponsor”) for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 4,312,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. On January 26, 2022 the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and forfeiture terms as set forth in the Letter Agreements (as defined in Section 2.24.1)Forfeiture Agreement. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 431,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, Offering and any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares)). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024May 2017, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Black Ridge Oil & Gas, Inc. (the “Sponsor”) for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including 25,000 an aggregate of up to 225,000 2,875,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) Common Stock (the “Founder Founders’ Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements Escrow Agreement (as defined in Section 2.24.12.24.3 below). The holders of the Founder Founders’ Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founders’ Shares shall not be entitled to exercise any redemption have conversion rights with respect to such Founder the Founders’ Shares and (iii) nor shall not they be entitled to sell any such shares Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the holders of Founder Shares’ their collective 20% ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the purchase by the Sponsor of the Private Units and any shares purchased by them in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase a Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 350,000 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it (and/or its designees) will purchase up to 37,500 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.05 per Public Share sold in the Offering.

Private Placements. 1.4.1. In On November 202216, March 2023 and January 20242021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Mxxxxx Canyon Acquisition Sponsor, LLC (the “Sponsor”) for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 4,312,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and forfeiture terms as set forth in the Letter Agreements (as defined in Section 2.24.1)Forfeiture Agreement. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, Offering and any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares)). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024July 2021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited the Company’s officers, directors or their affiliates (the “SponsorInsiders”) ), for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including an aggregate 5,750,000 shares of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) Common Stock (the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (i) Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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 Insiders shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 750,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (iiand excluding the Representative’s Shares (defined below), shares of Common Stock included in the Private Units and any shares purchased in the Offering by the Insiders). 1.3.2. In August 2021, the Company issued to the Representative and its designees, for an aggregate of $20.00, 200,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Founder Representative’s Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full Combination or in part, up to 225,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect amendment to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, any Private Shares Charter Documents (as defined below) purchased relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the Private Placement by event the Sponsor or Company fails to consummate a Business Combination within the Company’s officers, directors or their affiliates (“Insiders”) and any required time period. The holders of the Representative’s SharesShares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor Insiders, the Representative and/or their respective designees will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) 905,000 units (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Insiders purchasing 805,000 Private Units and the Representative purchasing 100,000 Private Shares, the “Private Securities”)Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Insiders and Representative have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 105,000 additional Private Units, with the Insiders purchasing up to 90,000 Private Units and the Representative purchasing up to 15,000 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.15 per Public Share sold in the Offering.

Private Placements. 1.4.1. In November 2022, March 2023 and January 20241.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the Company issued “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited 2,875,000 Ordinary Shares (the “SponsorFounders’ Shares”) for an aggregate purchase price of $25,000, or approximately $0.014 per share, including an aggregate of up in private placements intended to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% be exempt from registration under Section 4(a)(2) of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (Securities Act of 1933, as defined below) and the Representative’s Shares) amended (the “Founder SharesAct”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements Escrow Agreement (as defined in Section 2.24.12.26.3 below). The holders of the Founder Founders’ Shares (i) shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founders’ Shares shall not be entitled to exercise any redemption have conversion rights with respect to such Founder the Founders’ Shares and (iii) nor shall not they be entitled to sell any such shares Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the holders of Founder Shares’ their collective 20% ownership interest in the issued and outstanding shares of the Company Ordinary Shares after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding the purchase by the Initial Shareholders of the Private Warrants and any shares purchased by them in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. 1.3.2 Simultaneously with the Closing Date, the Sponsor Initial Shareholders will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 2.26.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) 5,250,000 Warrants (the “Private Units”), each consisting of one Ordinary Share (the “Private SharesWarrants”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. Certain Initial Shareholders have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 525,000 additional Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024February 2021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited GigInternational1 Sponsor, LLC (the “Sponsor”) for an aggregate purchase price of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, or approximately $0.014 per sharein a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, including an aggregate of up to 225,000 shares subject to forfeiture by as amended (the Sponsor “Act”). Prior to the extent that Closing, the Underwriters’ Over-Allotment Option is not exercised in full or in partCompany will issue shares of Common Stock (the “Insider Shares” and, so that together with the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Company Founder Shares) (, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Insider Letters. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founder Shares shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not the holders be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 225,000 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the holders of Founder SharesSponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Private Placement Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units 650,000 units of the Company (or 206,900 Units collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 100,000 units of the Company, plus an additional 15,000 units if the Over-Allotment Option is exercised in fullfull (collectively, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (“Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private Underwriter Units (or any such underlying securities) for a period of 180 days following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.4.1. In November 2022, March 2023 May 2016 and January 2024May 2017, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Pensare Sponsor Group, LLC (the “Sponsor”) and the Company’s director nominees and strategic advisors for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including 25,000 an aggregate of up to 225,000 7,187,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) common stock (the “Founder Founders’ Shares”) in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. In July 2017, the Company effected a stock dividend of 0.08 shares for each outstanding share of common stock on the date thereof. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements Escrow Agreement (as defined in Section 2.24.12.24.3 below). The holders of the Founder Founders’ Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founders’ Shares shall not be entitled to exercise any redemption have conversion rights with respect to such Founder the Founders’ Shares and (iii) nor shall not they be entitled to sell any such shares Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 1,012,500 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the holders of Founder Shares’ their collective 20% ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment allotment Option (and excluding any shares purchased by them in the Offering). July 27, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares).2017 1.4.2. Simultaneously with the Closing Date, the Sponsor Sponsor, MasTec and the Representative will purchase from the Company pursuant to the Private Placement Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 193,400 Units 6,150,000 warrants, 2,000,000 warrants and 1,350,000 warrants (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Sharescollectively, the “Private SecuritiesWarrants”), respectively, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 867,290 and 145,210 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.

Private Placements. 1.4.1. In On November 202216, March 2023 and January 20242021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited Mxxxxx Canyon Acquisition Sponsor, LLC (the “Sponsor”) for an aggregate purchase price consideration of $25,000, or approximately $0.014 per share, including an aggregate of up to 225,000 4,312,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and forfeiture terms as set forth in the Letter Agreements (as defined in Section 2.24.1)Subscription Agreement and the Insider Letter. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) 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, (ii) shall not be entitled to exercise any redemption rights with respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 431,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-Allotment Option (excluding any shares purchased in the Offering, Offering and any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares)). 1.4.2. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.

Private Placements. 1.4.1. In November 2022, March 2023 and January 2024February 2021, the Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited GigInternational1 Sponsor, LLC (the “Sponsor”) for an aggregate purchase price of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, or approximately $0.014 per sharein a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, including an aggregate of up to 225,000 shares subject to forfeiture by as amended (the Sponsor “Act”). Prior to the extent that Closing, the Underwriters’ Over-Allotment Option is not exercised in full or in partCompany will issue shares of Common Stock (the “Insider Shares” and, so that together with the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Company Founder Shares) (, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to Xxxx Xxxxxxxxx, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to Xx. Xxxxxxxxx will be subject to forfeiture and cancellation in the event Xx. Xxxxxxxxx resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). The 10,000 insider shares granted to Interest Solutions, LLC will not be subject to forfeiture. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Insider Letters. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses, (ii) Founder Shares shall not be entitled to exercise any redemption have conversion rights with respect to such the Founder Shares and (iii) nor shall not the holders be entitled to sell any such shares Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 225,000 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the holders of Founder SharesSponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the issued and outstanding shares of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option (but excluding the issuance of the Private Units and the purchase by the Sponsor of any shares purchased units in the Offering, any Private Shares (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s Shares). 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Private Placement Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 193,400 Units 650,000 units of the Company (or 206,900 Units collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 300,000 units of the Company, plus an additional 45,000 units if the Over-Allotment Option is exercised in fullfull (collectively, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (“Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private Underwriter Units (or any such underlying securities) for a period of 180 days following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024, the The Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited (the “Sponsor”) for an aggregate purchase price of 1,150,000 Class B ordinary shares, par value $25,000, or approximately $0.014 0.0001 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) share (the “Founder Shares”), for aggregate consideration of $25,000, to Xiaosen Sponsor LLC (the “Sponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (ithe “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) 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 Insiders shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 187,500 of the Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative’s Shares (iidefined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share (together with the EBC Shares, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption conversion rights with respect to such Founder Representative’s Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To Combination or certain amendments to the extent that Charter Documents (as defined in Section 2.11) as described in the Over-Allotment Option is not exercised by the Underwriters Prospectus (as defined in full or in part, up Section 2.1.1 below) and (ii) will have no right to 225,000 any liquidation distributions with respect to any portion of the Founder Representative’s Shares shall be forfeited in an amount necessary the event the Company fails to maintain consummate a Business Combination within the required time period. The holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Company after giving effect Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the Offering and exercise, if any, effective date of the Underwriters’ Over-Allotment Option Registration Statement to anyone other than (excluding any shares purchased i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any Private such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s SharesSection 2.24.5). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 193,400 350,000 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 30,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.3.4. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.4.11.3.1. In November 2022, March 2023 and January 2024, the The Company issued an aggregate of 1,725,000 founder shares to DT Cloud Star Management Limited (the “Sponsor”) for an aggregate purchase price of 1,150,000 Class B ordinary shares, par value $25,000, or approximately $0.014 0.0001 per share, including an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) share (the “Founder Shares”), for aggregate consideration of $25,000, to Xiaosen Sponsor LLC (the “Sponsor”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Registration Statement and the Letter Agreements (as defined in Section 2.24.1)Statement. The holders of the Founder Shares (ithe “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) 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 Insiders shall not have conversion rights with respect to the Founder Shares nor shall they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 187,500 of the Founder Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative’s Shares (iidefined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share. In October 2021, the Company issued 12,132 EBC shares to EarlyBirdCapital and 12,868 Class B ordinary shares to the Representative (together with the EBC Shares, the 155,250 Class B ordinary shares issued in August 2021, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption conversion rights with respect to such Founder Representative’s Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination. To Combination or certain amendments to the extent that Charter Documents (as defined in Section 2.11) as described in the Over-Allotment Option is not exercised by the Underwriters Prospectus (as defined in full or in part, up Section 2.1.1 below) and (ii) will have no right to 225,000 any liquidation distributions with respect to any portion of the Founder Representative’s Shares shall be forfeited in an amount necessary the event the Company fails to maintain consummate a Business Combination within the required time period. The holders of Founder Shares’ 20% ownership interest in the issued and outstanding shares Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Company after giving effect Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the Offering and exercise, if any, effective date of the Underwriters’ Over-Allotment Option Registration Statement to anyone other than (excluding any shares purchased i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any Private such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) purchased in the Private Placement by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and any Representative’s SharesSection 2.24.5). 1.4.21.3.3. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 193,400 500,000 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). The terms of the Private Units, Private Shares and Private Rights Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 45,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.30 per Public Share sold in the Offering. 1.3.4. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.