Common use of Raising of Capital in Connection with the Initial Business Combination Clause in Contracts

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its their affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (as defined in the Prospectus) “Class B Common Stock”), held by the Sponsor or such affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price prices described in Section 6.1 and Section 6.2 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of the Company, no par value (as defined in the Prospectus) “Founder Shares”), held by the Sponsor or such affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 6.2 and Section 6.2 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class shares of Series A ordinary shares Common Stock or equity-linked securities convertible, exercisable or exchangeable for Series A Common Stock, excluding forward purchase units, for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class share of Series A ordinary share Common Stock (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in of Series F common stock, par value $0.0001 per share, of the Prospectus) Company, or Series B Common Stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares of Series A Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B Shares (as defined in the Prospectusbelow) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues we issue additional Class A ordinary shares Ordinary Shares or equity-equity linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor Company’s initial shareholders or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor Company’s initial shareholders or such affiliates, as applicable, prior to such issuanceissuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) Combination, and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Ordinary Shares during the 20 10 trading day period starting on the trading day prior to after the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 prices of the warrants will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, respectively.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) Class F Ordinary Shares, held by the Sponsor or such affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, equityproceeds and interest thereon, thereon available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Ordinary Shares as reported during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 6.2 and Section 6.2 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in of Class B Common Stock, par value $0.0001 per share, of the Prospectus) Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average per share trading price of the Company’s ordinary shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If If, after the consummation of the Offering, (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination (excluding the issuance of the Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor Sponsors, the Anchor Investor, any other holder of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B Ordinary Shares”), or its their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) Class B Ordinary Shares held by the Sponsor Sponsors, the Anchor Investor, any other holder of the Class B Ordinary Shares or such their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) redemptions of Class A Ordinary Shares by public shareholders of the Company), after giving effect to the receipt of proceeds from the sale of the Forward Purchase Securities, and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest whole cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 will shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher greater of the Market Value and the Newly Issued Price.

Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) Class F Ordinary Shares, held by the Sponsor or such affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, proceeds and interest thereon, thereon available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume volume-weighted average trading price of the Company’s ordinary shares Ordinary Shares as reported during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 6.2 and Section 6.2 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.