Common use of Terms of the Private Placement Warrants Clause in Contracts

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a “Warrant Agreement”). (ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a the “Warrant Agreement”), including that the Private Placement Warrants purchased by Purchaser shall not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(f)(2)(G)(i) of the FINRA Manual. Additionally, the Purchaser acknowledges that the Private Placement Warrants and the Shares underlying the Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants and the Shares underlying the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. (ii) At On or prior to the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a Continental Stock Transfer & Trust Company, as warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). For the avoidance of doubt, each of the Purchasers acknowledges and agrees that the Private Placement Warrants purchased by each of the Purchasers may not be exercised following the fifth anniversary of the commencement date of sales in the Public Offering. (ii) At the time of of, or prior to, the closing of the Public Offering, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Underwriters acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the effectiveness Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration rights held by the Underwriter may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the registration statement pursuant in connection with the Public Offering (the “Registration Statement”) except to FINRA Rule 5110(e)(1)any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Underwriter and any such participating underwriter or selected dealer. Pursuant to FINRA Rule 5110(e)(1)Additionally, these securities the Private Placement Warrants and the related registration rights held by the Underwriters will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date of the registration statement effectiveness or commencement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating sales in the offering and their bona fide officers Public Offering. Additionally, the Underwriters may not exercise demand or partners. Pursuant piggyback rights with respect to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than after five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five (5) and seven (7) years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon Registration Statement and may not exercise of the warrantsdemand rights on more than one occasion, pursuant to all in accordance with FINRA Rule 5110(g)(8)5110.05.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering. (ii) At the time of of, or prior to, the closing of the Public OfferingClosing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock ordinary shares issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent Continental in connection with the Public Offering (a the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain exceptions set forth in the Warrant Agreement. The Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement, except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners thereof, if all Private Placement Warrants so transferred remain subject to the lock-up restriction in paragraph (g)(1) above for the remainder of the time period. (ii) At On or prior to the time of the closing of the Public OfferingEffective Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrant Warrants shall have the their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchasers shall not be exercised more than five years from the Effective Date. (ii) At or prior to the time of the closing of the Public OfferingClosing Date, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchasers acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)effectiveness. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant , registered persons or affiliates or partners thereof. (iv) The obligation of the Purchasers to FINRA Rule 5110(g)(8), purchase and pay for the Private Placement Warrants will not as provided herein shall be exercisable or convertible more than five years from subject to the commencement of sales satisfaction of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date conditions set forth in Section 4 of the registration statement respect to Underwriting Agreement, dated the registration under date hereof, by and between the Securities Act Company and Cantor Fxxxxxxxxx & Co., as representative of the shares of Class A Common Stock issuable upon exercise of underwriters named therein (the warrants, pursuant to FINRA Rule 5110(g)(8“Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a Continental Stock Transfer & Trust Company, as warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). For the avoidance of doubt, each of the Purchasers acknowledges and agrees that the Private Placement Warrants purchased by each of the Purchasers may not be exercised following the fifth anniversary of the commencement date of sales in the Public Offering. (ii) At the time of of, or prior to, the closing of the Public Offering, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Representative acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the effectiveness Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration rights held by the Representative may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the registration statement pursuant in connection with the Public Offering (the “Registration Statement”) except to FINRA Rule 5110(e)(1)any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Representative and any such participating underwriter or selected dealer. Pursuant to FINRA Rule 5110(e)(1)Additionally, these securities the Private Placement Warrants and the related registration rights held by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date of the registration statement effectiveness or commencement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating sales in the offering and their bona fide officers Public Offering. Additionally, the Representative may not exercise demand or partners. Pursuant piggyback rights with respect to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than after five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five (5) and seven (7) years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon Registration Statement and may not exercise of the warrantsdemand rights on more than one occasion, pursuant to all in accordance with FINRA Rule 5110(g)(8)5110.05.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). (ii) At On the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date commencement of sales of the effectiveness of the registration statement pursuant IPO, subject to FINRA Rule 5110(e)(15110(e)(2)(B). Pursuant to FINRA Rule 5110(e)(1)The Private Placement Warrants and their component parts and the related registration rights may not be sold, these securities will not transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer participating in the offering Public Offering and their bona fide the officers or partnerspartners registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering. Pursuant to FINRA Rule 5110(g)(8)Additionally, the Private Placement Warrants will may not be exercisable or convertible exercised more than five years from the commencement of sales of the public offering. Such IPO in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants grant as provided herein shall be subject to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date satisfaction of the registration statement respect to the registration under the Securities Act conditions set forth in Section 4 of the shares of Class A Common Stock issuable upon exercise Underwriting Agreement, dated the date hereof, by and between the Company and Cantor Xxxxxxxxxx & Co., as representative of the warrants, pursuant to FINRA Rule 5110(g)(8underwriters named therein (the “Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a the “Warrant Agreement”). Additionally, so long as the Placement Warrants are held by the Purchaser or its designees, the Purchaser or its designees will not be permitted to exercise such Placement Warrants after the five year anniversary of the effective date of the registration statement on Form S-1 (the “Registration Statement”) the Company plans to file with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the Public Offering. (ii) At On the time effective date of the closing of Registration Statement (the Public Offering“Effective Date”), the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants; provided, however, that the Purchaser may not exercise its demand and “piggy back” registration rights pursuant to such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following shall be terminated upon the date dissolution of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put Company or call transaction that would result in the economic disposition of event that the securities by any person for a Company does not consummate an initial business combination within the time period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating set forth in the offering Company’s memorandum and their bona fide officers or partners. Pursuant articles of association, as the same may be amended from time to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)time.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a the “Warrant Agreement”), and shall be subject to the terms of a letter agreement to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering. (ii) At the time of of, or prior to, the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date commencement of sales of the effectiveness of the registration statement pursuant IPO, subject to FINRA Rule 5110(e)(15110(e)(2)(B). Pursuant to FINRA Rule 5110(e)(1)The Private Placement Warrants and their component parts and the related registration rights may not be sold, these securities will not transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer participating in the offering Public Offering and their bona fide the officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering. Pursuant to FINRA Rule 5110(g)(8)Additionally, the Private Placement Warrants will may not be exercisable or convertible exercised more than five years from the commencement of sales of the public offering. Such IPO in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants grant as provided herein shall be subject to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date satisfaction of the registration statement respect to the registration under the Securities Act conditions set forth in Section 4 of the shares of Class A Common Stock issuable upon exercise Underwriting Agreement, dated the date hereof, by and between the Company and Cantor Fxxxxxxxxx & Co., as representative of the warrants, pursuant to FINRA Rule 5110(g)(8underwriters named therein (the “Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a Continental Stock Transfer & Trust Company, as warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At the time of of, or prior to, the closing of the Public Offering, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. (iii) The Representative acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the effectiveness Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration rights held by the Representative may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the registration statement pursuant in connection with the Public Offering (the “Registration Statement”) except to FINRA Rule 5110(e)(1)any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Representative and any such participating underwriter or selected dealer. Pursuant to FINRA Rule 5110(e)(1)Additionally, these securities the Private Placement Warrants and the related registration rights held by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date of the registration statement effectiveness or commencement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating sales in the offering and their bona fide officers Public Offering. Additionally, the Representative may not exercise demand or partners. Pursuant piggyback rights with respect to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than after five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five (5) and seven (7) years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon Registration Statement and may not exercise of the warrantsdemand rights on more than one occasion, pursuant to all in accordance with FINRA Rule 5110(g)(8)5110.05.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a “Warrant Agreement”). (ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. Notwithstanding the foregoing provisions, to the extent any Ordinary Shares and/or Private Placement Warrants (and the securities underlying the Private Placement Warrants) are owned by the Purchaser or any permitted transferee under FINRA Rule 5110(e)(2), such securities shall be subject to compliance with FINRA Rule 5110(g)(8). The Purchaser may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s initial public offering and may not exercise its demand rights on more than one occasion. In addition, the Private Placement Warrants held by the Purchaser may not be exercised more than five years after the effective date of the Public Offering. (iii) The Purchaser acknowledges that the Private Placement Warrants have been deemed compensation (and the securities issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, except to permitted transferees as described in the Registration Statement. Purchaser further acknowledges that the securities acquired or to be acquired hereby by Purchaser as an affiliate of the underwriters of the Company’s Public Offering, including Purchaser’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement for the Public Offering and the related prospectus, are therefore subject to a lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the initial public offering. Such Private Placement Warrants grant to holders demand offering and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Further, any such securities are subject to the limitation on registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to rights in FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised more than five years from the Effective Date. (ii) At On the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)effectiveness. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable registered persons or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)affiliates or partners thereof.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent Continental in connection with the Public Offering (a the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain exceptions set forth in the Warrant Agreement. The Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (”FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement, except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners thereof, if all Private Placement Warrants so transferred remain subject to the lock-up restriction in paragraph (g)(1) above for the remainder of the time period. (ii) At On or prior to the time of the closing of the Public OfferingEffective Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a “Warrant Agreement”). Notwithstanding any provisions in the Warrant Agreement, so long as the Private Placement Warrants are held by the Purchaser or its designees, the Purchaser or its designees will not be permitted to exercise such Private Placement Warrants after the five year anniversary of the commencement of sales of the Public Offering. (ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. Pursuant to the Registration Rights Agreement, the Purchaser may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the commencement of sales of the Public Offering may not exercise its demand rights on more than one occasion. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants have been and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date commencement of sales in the effectiveness of the registration statement pursuant to Public Offering, except as permitted by FINRA Rule 5110(e)(15110(e)(2). Pursuant to FINRA Rule 5110(e)(1)rule, these securities will the Private Placement Warrants and their component parts may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date commencement of sales in the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Public Offering except to any underwriter and or selected dealer participating in the offering Public Offering and their bona fide the officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable registered persons or convertible more than five years from the commencement affiliates of sales of the public offering. Such Private Placement Warrants grant to holders demand any Purchaser and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)any such participating underwriter or selected dealer.

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a the “Warrant Agreement”), including that the Private Placement Warrants purchased by Purchaser shall not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(g)(8)(A) of the FINRA Manual. Additionally, the Purchaser acknowledges that the Private Placement Warrants and the Shares underlying the Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants and the Shares underlying the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. (ii) At On or prior to the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) . The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject Purchaser agrees that it may not exercise its demand or “piggyback” rights with respect to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of after five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon Registration Statement and may not exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)its demand rights on more than one occasion.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, at the time of, or prior to, the Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). Notwithstanding anything to the contrary in the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised by the Purchaser or its designees more than five years from the effective date of the Registration Statement (the “Effective Date”). (ii) At the time of of, or prior to, the closing of the Public OfferingClosing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180-day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a partEffective Date, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant , registered persons or affiliates or partners thereof. (iv) The obligation of the Purchaser to FINRA Rule 5110(g)(8), purchase and pay for the Private Placement Warrants will not as provided herein shall be exercisable or convertible more than five years from subject to the commencement of sales satisfaction of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date conditions set forth in Section 4 of the registration statement respect to the registration under the Securities Act underwriting agreement, dated as of the shares of Class A Common Stock issuable upon exercise date hereof, by and between the Company and BTIG, LLC, as representative of the warrants, pursuant to FINRA Rule 5110(g)(8underwriters named therein (the “Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). (ii) At The Private Placement Warrants shall be identical to the time Public Warrants, except that (1) the Private Placement Warrants may be exercised for cash or on a “cashless basis,” (2) the Private Placement Warrants (and Class A ordinary shares issuable upon exercise of the closing Private Placement Warrants) may be subject to certain transfer restrictions contained in the letter agreement by and among the Company, the Sponsor and any other parties thereto, as amended from time to time, including that any permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions contained in such letter agreement, and (3) the Private Placement Warrants shall not be redeemable by the Company. In addition, the Purchaser agrees and acknowledges that the Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Public Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110. Accordingly, the Securities may 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 economic disposition of the securities by any person for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the officers, partners, registered persons or affiliates of the Purchaser and any such participating underwriter or selected dealer. (iii) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA ; provided, however, that the Purchaser may not exercise its demand and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the “piggy back” registration statement rights pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partnersrights thereunder more than one time. Pursuant to FINRA Rule 5110(g)(8)Further, the Private Placement Warrants will Purchaser and its designees and affiliates may not be exercisable or convertible exercise the Warrant more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)Registration Statement.

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrant Warrants shall have the their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchasers shall not be exercised more than five from the Effective Date. (ii) At or prior to the time of the closing of the Public OfferingClosing Date, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchasers acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)effectiveness. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant , registered persons or affiliates or partners thereof. (iv) The obligation of the Purchasers to FINRA Rule 5110(g)(8), purchase and pay for the Private Placement Warrants will not as provided herein shall be exercisable or convertible more than five years from subject to the commencement of sales satisfaction of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date conditions set forth in Section 4 of the registration statement respect to Underwriting Agreement, dated the registration under date hereof, by and between the Securities Act Company and Cantor Xxxxxxxxxx & Co., as representative of the shares of Class A Common Stock issuable upon exercise of underwriters named therein (the warrants, pursuant to FINRA Rule 5110(g)(8“Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised more than fives years from the Effective Date. (ii) At On the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)effectiveness. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable registered persons or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)affiliates or partners thereof.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a “Warrant Agreement”). (ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the ordinary shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a Continental Stock Transfer & Trust Company, as warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). For the avoidance of doubt, the Representative acknowledges and agrees that the Private Placement Warrants purchased by the Representative may not be exercised following the fifth anniversary of the commencement date of sales in the Public Offering. (ii) At the time of of, or prior to, the closing of the Public Offering, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. (iii) The Representative acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the effectiveness Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration rights held by the Representative may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the registration statement pursuant in connection with the Public Offering (the “Registration Statement”) except to FINRA Rule 5110(e)(1)any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Representative and any such participating underwriter or selected dealer. Pursuant to FINRA Rule 5110(e)(1)Additionally, these securities the Private Placement Warrants and the related registration rights held by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date of the registration statement effectiveness or commencement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating sales in the offering and their bona fide officers Public Offering. Additionally, the Representative may not exercise demand or partners. Pursuant piggyback rights with respect to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than after five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five (5) and seven (7) years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon Registration Statement and may not exercise of the warrantsdemand rights on more than one occasion, pursuant to all in accordance with FINRA Rule 5110(g)(8)5110.05.

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrant Warrants shall have the their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchasers shall not be exercised more than five years from the Effective Date. (ii) At or prior to the time of the closing of the Public OfferingClosing Date, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchasers acknowledge and agree that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)effectiveness. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180 day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement Registration Statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant , registered persons or affiliates or partners thereof. (iv) The obligation of the Purchasers to FINRA Rule 5110(g)(8), purchase and pay for the Private Placement Warrants will not as provided herein shall be exercisable or convertible more than five years from subject to the commencement of sales satisfaction of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date conditions set forth in Section 4 of the registration statement respect to Underwriting Agreement, dated the registration under date hereof, by and between the Securities Act Company and Cantor Xxxxxxxxxx & Co., as representative of the shares of Class A Common Stock issuable upon exercise of underwriters named therein (the warrants, pursuant to FINRA Rule 5110(g)(8“Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). (ii) At On or prior to the time of the closing of the Public OfferingIPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The So long as the Private Placement Warrants have been deemed compensation are held by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of Purchaser or any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8Permitted Transferees (as defined below), the Private Placement Warrants will Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to the Warrant Agreement, (ii) may not be exercisable transferred, assigned or convertible more than five years from sold until thirty (30) days after the commencement completion by the Company of sales an initial business combination (as such term is defined in the Registration Statement, the “Business Combination”), and (iii) shall not be redeemable by the Company pursuant to Section 6.1 of the public offering. Such Warrant Agreement; provided, however, that in the case of (ii) the Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable any Shares issued upon exercise of the warrantsPrivate Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any partners of Purchaser, any affiliates of Purchaser, or any employees of such affiliates; (b) in the case of an individual, by bona fide gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization for estate planning purposes; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to FINRA Rule 5110(g)(8a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Private Placement Warrants or Shares, as applicable, were originally purchased; (f) by virtue of Purchaser’s organizational documents upon liquidation or dissolution of Purchaser; (g) in the event of the Company’s liquidation prior to the completion of the initial Business Combination; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their Shares for cash, securities or other property subsequent to our completion of the Company’s initial Business Combination. provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrant Warrants shall have the their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering (a “Warrant Agreement”), except that (i) so long as the Placement Warrants are held by the Purchaser or its designees, the Purchaser or its designees will not be permitted to exercise such Placement Warrants after the five year anniversary of the effective date of the registration statement on Form S-1, File No. 333-226270 (the “Registration Statement”) the Company has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the Public Offering; and (ii) the Placement Warrants initially issued to Purchaser or its designees shall not be adjusted as set forth in Section 4.3.2 of the Warrant Agreement. (ii) At or prior to the time of the closing of the Public OfferingClosing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Private Placement Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following ; provided, however, that the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will Purchaser may not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Pursuant to FINRA Rule 5110(g)(8), the Private Placement Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering. Such Private Placement Warrants grant to holders exercise its demand and “piggy back” registration rights for periods of pursuant to such Registration Rights Agreement after five (5) and seven years, respectively, from (7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration statement respect to the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants, pursuant to FINRA Rule 5110(g)(8)rights thereunder more than one time.

Terms of the Private Placement Warrants. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent agent, at the time of, or prior to, the Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). Notwithstanding anything to the contrary in the Warrant Agreement, the Private Placement Warrants purchased by the Purchaser shall not be exercised more than five years from the effective date of the Registration Statement (the “Effective Date”). (ii) At the time of of, or prior to, the closing of the Public OfferingClosing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the shares of Class A Common Stock Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants have been and the related registration rights will be deemed compensation by FINRA the Financial Industry Regulatory Authority (“FINRA”) and are will therefore be subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(e)(1)Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a during the foregoing 180-day period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a partEffective Date, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and or selected dealer dealers participating in the offering Public Offering and their bona fide the officers or partners. Pursuant , registered persons or affiliates or partners thereof. (iv) The obligation of the Purchaser to FINRA Rule 5110(g)(8), purchase and pay for the Private Placement Warrants will not as provided herein shall be exercisable or convertible more than five years from subject to the commencement of sales satisfaction of the public offering. Such Private Placement Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date conditions set forth in Section [●] of the registration statement respect to the registration under the Securities Act underwriting agreement, dated as of the shares of Class A Common Stock issuable upon exercise date hereof, by and between the Company and BTIG, LLC, as representative of the warrants, pursuant to FINRA Rule 5110(g)(8underwriters named therein (the “Underwriting Agreement”).

Terms of the Private Placement Warrants. (i) Each The Private Placement Warrants are substantially identical to the warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination so long as they are held by the Purchasers or their permitted transferees, (b) the Private Placement Warrants will expire on the fifth anniversary of the commencement of sales in the Public Offering, (c) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (d) each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (a “Warrant Agreement”). (ii) At the time of the closing of the Public Offering, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Warrants and the shares of Class A Common Stock Ordinary Shares underlying the Private Placement Warrants. (iii) The Solely with respect to Cantor, the Private Placement Warrants have been and their underlying Ordinary Shares and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA and are therefore Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the effectiveness of the registration statement pursuant Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(15110(e)(2). Pursuant Additionally, the Private Placement Warrants and their underlying Ordinary Shares and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the commencement of sales in the Public Offering except to FINRA Rule 5110(e)(1)any underwriter or selected dealer participating in the Public Offering and the bona fide officers partners or affiliates of Cantor and any such participating underwriter or selected dealer. Additionally, these securities the Private Placement Warrants and their underlying Ordinary Shares and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person for a period of 180 days immediately following the effective date of the registration statement effectiveness or commencement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating sales in the offering and their bona fide officers or partnersPublic Offering. Pursuant to FINRA Rule 5110(g)(8)Additionally, the Private Placement Warrants will held by Cantor may not be exercisable or convertible exercised more than five years from the commencement of sales of the public offering. Such IPO in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of Cantor to purchase and pay for the Private Placement Warrants grant as provided herein shall be subject to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date satisfaction of the registration statement respect to the registration under the Securities Act conditions set forth in Section 4 of the shares of Class A Common Stock issuable upon exercise Underwriting Agreement, dated the date hereof, by and between the Company and Cantor, as representative of the warrants, pursuant to FINRA Rule 5110(g)(8)underwriters named therein.