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

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Class B common stock of the Company, par value $0.0001 per share (the “Class 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-weighted average trading price of shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, 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 Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), Ordinary Shares held by the Sponsor Sponsor, any other holder of the Class B Ordinary Shares or such their respective 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will shall be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Common Stock (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 shares of Class B common stock of the CompanyCommon Stock (as defined below), par value $0.0001 per share (share, of the “Class B common stock”), Company 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, will 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Class B common stock of the Company, par value $0.0001 per share (the “Class 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-weighted average trading price of shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 will be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, 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 Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), Ordinary Shares held by the Sponsor Sponsor, any other holder of the Class B Ordinary Shares or such their respective 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will shall be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Class B common stock of the Company, par value $0.0001 per share (the “Class 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-weighted average trading price of shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Xxx Investors II Limited Partnership or its affiliates, without taking into account the transfer of Class B ordinary shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its an 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 prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 will be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, 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 Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), Ordinary Shares held by the Sponsor Sponsor, any other holder of the Class B Ordinary Shares or such their respective 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will shall be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 shares of Class B common stock of the Company, par value $0.0001 per share (the “Class 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-weighted average trading price of shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, or its affiliates, without taking into account any Class B common stock of the Companyordinary shares, par value $0.0001 per share share, of the Company (the “Class B common stockOrdinary 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 sixty percent (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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to after the day on which the Company consummates 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 one-hundred-fifteen percent (115% %) of the higher of the Market Value and the Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100% and one-hundred-eighty percent (180%, respectively, ) of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 an Initial Stockholder or its affiliates, without taking into account any Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsor an Initial Stockholder 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 shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockOrdinary 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 our initial shareholders or its their respective affiliates, without taking into account any Class B common stock of the Companyordinary shares, par value $0.0001 per share share, of the Company (the “Class B common stockOrdinary Shares”), ) held by the Sponsor our initial shareholders 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to after the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Sponsors or its their affiliates, without taking into account any Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsor Sponsors 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 shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock ordinary shares, with a par or nominal value of the Company, par value $0.0001 per share share, of the Company (the “Class B common stockOrdinary 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Exercise 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any Class B common stock of the Company, par value $0.0001 per share Ordinary Shares (the “Class B common stock”), as defined below) held by the Sponsor such shareholders or such their 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 funding the funding of the Company’s initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock the Ordinary Shares during the twenty ten (2010) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Common Stock (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 shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stockCommon Stock”), held by the Sponsor or such its 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-weighted average trading price of shares of Class A common stock Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares Ordinary Shares or securities of Class A common stock the Company that are convertible into, exchangeable for, or equity-linked securities exercisable for Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Ordinary Share (as adjusted pursuant to Section 4 hereof), 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 Sponsor, directors, officers or its advisors of the Company or their respective affiliates, without taking into account any Class B common stock of the Companyordinary shares, par value $0.0001 per share (the “Class B common stockFounder Shares”), of the Company held by the Sponsor Sponsor, directors, officers or such advisors of the Company or 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price VWAP of shares of Class A common stock during the twenty Ordinary Shares for the ten (2010) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted pursuant to Section 4 hereof), then (i) 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 (ii) the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and (iii) 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, 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 Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), Ordinary Shares held by the Sponsor Sponsor, any other holder of the Class B Ordinary Shares or such their respective 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of the Market Value and the Newly Issued Price, the $16.50 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will shall be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockOrdinary 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked debt or equity securities that are convertible, exercisable or exchangeable for shares of Common Stock, in each case for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Common Stock (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 Founders or its their affiliates, without taking into account any shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsor Founders 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-weighted average trading price of shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 hereof will be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If Solely with respect to the Public Warrants, if (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock of the Companyordinary shares, par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsor Initial Shareholders or such their 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will of the Public Warrants 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement) at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock of the Companyordinary shares, par value $0.0001 per share (share, of the “Class B common stock”), Company 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-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will shall be adjusted (to the nearest cent) to be equal to 100the 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 shall be adjusted (to the nearest cent) to be equal to 180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price (as applicable, the “Newly Issued Price”) of less than $9.20 per share of Class A common stock Common Stock (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 Sponsors or its their respective affiliates, without taking into account any shares of Class B common stock of the CompanyCommon Stock (as defined below), par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsor Sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”issuance), (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 shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination (excluding any issuance of securities under the Forward Purchase Agreement) at an issue price or effective issue price of less than $9.20 per share of Class A common stock Common Stock (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 shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company 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-weighted average trading price of shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Green Visor Capital SPAC I Holdings LLC or its affiliates, without taking into account the transfer of Class B ordinary shares, Private Placement Warrants or Extension Loan Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its an 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 prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 will be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), 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 shares of Class A common stock ordinary shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsors or its their affiliates, without taking into account any Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), held by the Sponsor Sponsors 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 shares of Class A common stock ordinary shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsor, Jefferies or its their respective affiliates, without taking into account any Class B common stock of the Companyordinary shares, par value $0.0001 per share share, of the Company (the “Class B common stockOrdinary Shares”), ) held by the Sponsor Sponsor, Jefferies 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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to after the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock US-DOCS\125454449.7 Common Stock (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 shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company 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-weighted average trading price of shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, Extraordinary Dividends and similar events) hereunder, no adjustment shall be made.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Sponsors or its their affiliates, without taking into account any Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), held by the Sponsor Sponsors 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 shares of Class A common stock ordinary shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 prices described in Section 6.2 and Section 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

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities (excluding Forward Purchase Units) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock of the CompanyF ordinary shares, par value $0.0001 per share (the “share, or Class B common stock”), 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, 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 shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Common Stock (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 shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Company or shares of Class B C common stock”), par value $0.0001 per share, of the Company 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-weighted average trading price of shares of Class A common stock the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, Extraordinary Dividends and similar events) hereunder, no adjustment shall be made.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock ordinary shares or equity-linked securities securities, excluding forward purchase units, for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock of the Companyfounder shares (as defined below), par value $0.0001 per share (share, of the “Class B common stock”), Company 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-weighted average trading price of shares of the Class A common stock ordinary shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock 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 Class B common stock of the Companyordinary shares, par value $0.0001 per share share, of the Company (the “Class B common stockOrdinary 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 sixty percent (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 consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to after the day on which the Company consummates 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 one-hundred-fifteen percent (115% %) of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100% and one-hundred-eighty percent (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 the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Class A common stock Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock Ordinary Share (as adjusted pursuant to Section 4 hereof) (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 Class B common stock of the CompanyOrdinary Shares, par value $0.0001 per share (the “Class B common stockFounder Shares”), of the Company 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 shares of Class A common stock Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted pursuant to Section 4 hereof), 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 $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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.