Common use of Representative Shares Clause in Contracts

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units other than, in each case, to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) months from the Closing (or up to twenty-four (24) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A 200,000 Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 30,000 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, Combination (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination business combination within eighteen (18) 15 months from the Closing (or up to twenty-four (24) 21 months if the period of time to consummate a Business Combination business combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (cb) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentMemorandum and Articles. 1 As an example, assuming 50% redemptions, the Deferred Underwriting Commission will consist of $4,500,000 as a guaranteed fee, the remainder will be determined by (0.03)(Ordinary Shares minus Redemptions)($10.00)(0.25).

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 75,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 11,250 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, Combination (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination business combination within eighteen (18) 18 months from the Closing (or up to twenty-four (24) 24 months if the period of time to consummate a Business Combination business combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (cb) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentMemorandum and Articles.

Representative Shares. Upon the Closing closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A Representative or its designees 93,750 Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters Representative or its designees up to an additional 22,500 14,063 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, Offering or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its their redemption rights with respect to such shares in connection with the completion of Company’s initial the Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, of the Company (collectively, the “Charter Document Documents”), (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial the Business Combination within eighteen (18) 15 months from the Closing (or up to twenty-four (24) 18 months if the period Company has executed a letter of time to consummate a intent for an initial Business Combination is extended, as described in more detail in within 15 months from the Registration Statement, the Statutory Prospectus or the Final ProspectusClosing) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentDocuments.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 75,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 11,250 Representative Shares. In compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following from the commencement of the sale of the Firm Units to anyone other than, in each case, to: (i) the Underwriters or than to an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide an officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) 18 months from the Closing (or up to twenty-four (24) 24 months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 300,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 45,000 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, Combination (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination business combination within eighteen (18) 18 months from the Closing (or up to twenty-four (24) 27 months if the period of time to consummate a Business Combination business combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (cb) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentMemorandum and Articles.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 165,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 24,750 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, than to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) 24 months from the Closing (or up to twenty-four (24) 27 months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 97,500 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 112,125 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, Combination (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination business combination within eighteen (18) 18 months from the Closing (or up to twenty-four (24) 27 months if the period of time to consummate a Business Combination business combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (cb) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentMemorandum and Articles.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 199,500 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 29,925 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA the Financial Industry Regulatory Authority (“FINRA”) Rule 5110(e)(1)) following the commencement of the sale of the Firm Units other than, in each case, than to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen twenty-four (1824) months from the Closing (or up to twenty-four thirty (2430) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing closing of the Offering, the Company shall issue to the Underwriters Representative 150,000 registered Class A Ordinary Shares (the “Representative Shares”)ordinary shares, and if the Underwriters exercise Representative exercises the Over-allotment Option, the Company shall issue to the Underwriters Representative up to an additional 22,500 registered Class A ordinary shares (such Class A ordinary shares, collectively, the “Representative Shares, as partial consideration for the Underwriters’ services hereunder”). The Underwriters Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination; (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within fifteen (15) months from the closing of the Offering (or up to 21 months if the Company extends such period as described in the Registration Statement); (iii) to vote the Representative Shares in favor of any proposed business combination, and (iv) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of its redemption obligation to redeem all public shares if the Company cannot complete an initial business combination within 15 months of the closing of the Offering (or up to 21 months from the closing of the Offering if the Company extends the period of time to consummate a business combination by the full amount of time), unless the Company provides public shareholders an opportunity to redeem their public shares in conjunction with any such amendment. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the commencement of the sale of the Firm Units Effective Date to anyone other than, in each case, to: than (i) the Underwriters Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters Representative or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm UnitsEffective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) months from the Closing (or up to twenty-four (24) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A 97,500 Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 14,625 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, than to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) 24 months from the Closing (or up to twenty-four (24) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) Date or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A Representative or its designees 112,500 Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters Representative or its designees up to an additional 22,500 16,875 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, to: than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, Offering or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its their redemption rights with respect to such shares in connection with the completion of Company’s initial the Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, of the Company (collectively, the “Charter Document Documents”), (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial the Business Combination within eighteen (18) 15 months from the Closing (or up to twenty-four (24) 18 months if the period Company has executed a letter of time to consummate a intent for an initial Business Combination is extended, as described in more detail in within 15 months from the Registration Statement, the Statutory Prospectus or the Final ProspectusClosing) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter DocumentDocuments.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 172,500 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than, in each case, than to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen twenty-four (1824) months from the Closing (or up to twenty-four thirty (2430) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon The Company hereby agrees to issue the Closing Representative and/or its designees 100,000 (or 115,000 if the Over-allotment Option is exercised in full) shares of the Offering, the Company shall issue to the Underwriters 150,000 Class A Ordinary Shares Common Stock (the “Representative Shares”)) upon the consummation of the Offering. The Representative hereby agrees (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination; (ii) to waive its redemption rights with respect to any Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s amended and restated certificate of incorporation prior thereto or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 12 months (or up to 18 months, if extended) from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) waive its rights to liquidating distributions from the trust account with respect to any representative shares if the Underwriters exercise Company fails to complete its initial business combination within 12 months (or up to 18 months, if extended) from the Over-allotment Optionclosing of the Offering, although the Representative will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Company shall issue fails to complete its initial Business Combination within the Underwriters up to an additional 22,500 Representative Shares, as partial consideration for the Underwriters’ services hereunderprescribed time frame. The Underwriters Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the date of the commencement of the sale of the Firm Units Offering to anyone other than, in each case, to: than (i) the Underwriters Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, officer or partner, registered associated person or affiliate of the Underwriters Company or of any such underwriter or selected dealer. On and after the 181st day immediately following the later date of (a) the completion of the initial business combination or (b) the commencement of the sale sales of the Firm UnitsOffering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) months from the Closing (or up to twenty-four (24) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 75,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 11,250 Representative Shares. In compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later for a period of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following from the commencement of the sale of the Firm Units to anyone other than, in each case, to: (i) the Underwriters or than to an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide an officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agreehave agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) 18 months from the Closing (or up to twenty-four (24) 27 months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other material provisions provision relating to the shareholders’ rights of holders of Class A Ordinary Shares or pre-initial business combination activity, and (c) to waive its redemption rights and rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Charter Document.