Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 655,000 units of (455,000 units by the CompanySponsor and 200,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 317,500 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 37,500 units of the CompanyCompany (the “Representative Placement Units” and together with the Sponsor Placement Units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 28,125 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 5,625 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.25.2 below) an aggregate of 216,750 455,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 45,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Unit Private Placement. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying purchase price for the Placement Units, and Underwriter Units will be delivered in accordance with the Ordinary Shares issuable upon conversion terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Rights are hereinafter referred Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to collectively as FINRA Conduct Rule 5110(g)(1) following the “Placement Securities.” No underwriting discounts, commissions, Effective Date of the Registration Statement to anyone other than (i) the Representatives or placement fees have been an Underwriter or will be payable selected dealer in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none Offering, or (ii) a bona fide officer or partner of either of the Placement Securities may be soldRepresentatives or of any such Underwriter or selected dealer. Additionally, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securitiespursuant to FINRA Conduct Rule 5110(g), the Placement Securities, the Representative Shares Underwriter Units (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as securities underlying the “Securitiessame) 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.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) Sponsors and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below2.22.2 hereof) an aggregate of 216,750 690,000 units of (580,000 placement units by the CompanySponsors and 110,000 placement units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,056,000 units of (806,000 units by the CompanySponsor and 250,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 486,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company Company, pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 370,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 36,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, FinTech Investor and 3FIII, LLC (collectively, the Sponsor (and/or its designees“Sponsors”) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 216,750 hereof), 830,000 units of the Companyand 100,000 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component 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 Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they 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 or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 270,900 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Placement Unit Purchase Agreement, up to an additional 11,250 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, Insurance Investor and the Sponsor (and/or its designees) Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 425,000 units of (375,000 units by Insurance Investor and 50,000 units by the CompanyRepresentative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component 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 Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they 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 or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, IAS and the Sponsor (and/or its designees) Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 540,000 units of (452,500 units by IAS and 87,500 units by the CompanyRepresentative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component 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 Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they 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 or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and Xxxxx & Company Capital Markets (and/or its designees“CCM”) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,000,000 units of (770,000 units by the CompanySponsor, 200,000 units by the Representative and 30,000 units by CCM) or 1,060,000 units if the Underwriter’s over-allotment option is exercised in full (795,500 units by the Sponsor, 230,000 units by the Representative and 34,500 units by CCM), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative and CCM or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) Initial Shareholders and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 216,750 hereof), 522,813 private placement units of (435,313 units to be purchased by the CompanyInitial Shareholders and 87,500 units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor Initial Shareholders and the Underwriters will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 11,250 32,813 Private Placement Units (19,688 Private Placement Units to be purchased by the Initial Shareholders and 13,125 Private Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered to CST or counsel and Option Private Placement Units, if any, are substantially identical to the Company or Firm Units, subject to certain exceptions. The private placement of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Ordinary Shares (the “Private Placement Shares”) and the Rights nor underlying warrants (the “Private Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the Placement Securitiesunderlying Ordinary Shares, the Representative underlying Private Placement Warrants and the Ordinary Shares issuable pursuant to the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 216,750 535,250 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 93,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 51,563 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 14,062 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 600,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,360,000 units of (or up to 1,450,000 units if the CompanyOver-allotment Option is exercised in full) (1,210,000 units, or up to 1,300,000 units if the Over-allotment Option is exercised in full, by the Sponsor and 150,000 units by the Representative), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Unit, (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the commencement of sales of the Offering except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 216,750 305,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to Underwriter Unit Purchase Agreements (as defined in Section 2.37 below) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Underwriter Units” and, together with the Private Sponsor Units, the “Placement Units”), all at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 22,500 Placement Units and (ii) the Underwriters will purchase from the Company pursuant to their respective Underwriter Unit Purchase Agreement, up to an additional 7,500 Placement Units in the aggregate, all at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their respective permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Unit Private Placement. The purchase price for the Placement Sponsor Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying purchase price for the Placement Units, and Underwriter Units will be delivered in accordance with the Ordinary Shares issuable upon conversion terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Rights are hereinafter referred Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to collectively as FINRA Conduct Rule 5110(g)(1) following the “Placement Securities.” No underwriting discounts, commissions, Effective Date of the Registration Statement to anyone other than (i) the Representative or placement fees have been an Underwriter or will be payable selected dealer in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none Offering, or (ii) a bona fide officer or partner of either of the Placement Securities may be soldRepresentative or of any such Underwriter or selected dealer. Additionally, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securitiespursuant to FINRA Conduct Rule 5110(g), the Placement Securities, the Representative Shares Underwriter Units (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as securities underlying the “Securitiessame) 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.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 700,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 242,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor (and/or its designees) will purchase from the Company pursuant to the Sponsor a Placement Unit Purchase Agreement, up to an additional 11,250 15,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The purchase price for the Placement Units to be paid by the Sponsor (and/or its designees) has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares shares of Common Stock, the warrants (the “Placement SharesWarrants”) ), and the Rights rights (the “Placement Rights”) underlying included in the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units Securities are identical to the Firm Units Public Securities except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees, (iii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination, and (iv) shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights will be entitled to registration rights. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 500,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 1,150,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 216,750 346,120 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares shares of Common Stock (the “Placement Shares”) and ), the Rights (the “Placement Rights”) underlying the Placement Units, the Warrants (the “Placement Warrants”) underlying the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 348,480 units of the Company(the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 40,000 units of the CompanyCompany (the “Representative Placement Units” and together with the Sponsor Placement Units, the “Placement Units”), which units are identical to the Firm Units subject to certain exceptions (collectivelyexceptions, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 30,000 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 6,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 660,000 units of (560,000 units by the CompanySponsor and 100,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 216,750 hereof), 725,000 private placement units of (600,000 units to be purchased by the CompanySponsor and 125,000 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 11,250 40,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered to CST or counsel and Option Private Placement Units, if any, are substantially identical to the Company or Units, subject to certain exceptions. The private placement of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Class A Ordinary Shares nor underlying warrants (the “Private Placement SharesWarrants”) and ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the Rights (over-allotment option is exercised by the “Placement Rights”) underlying the Placement UnitsUnderwriters in full), and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Class A Ordinary Shares and the underlying Private Placement Securities, Warrants will be subject to the Representative Shares lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Cantor and Moelis & Company Group LP, an affiliate of Moelis (and/or its designees) “Moelis Group”), will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,080,000 units of (922,857 units, or up to 988,857 units if the CompanyOver-allotment Option is exercised in full, by the Sponsor, 110,000 units by Cantor and 47,143 units by Moelis Group), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Firm Placement Units”) ), at a purchase price of $10.00 per Placement Unit Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 11,250 66,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for Act (the “Option Placement Units to be paid by Units” and, together with the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Firm Placement Units, the “Placement Units”). The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) may be sold, assigned or transferred by the Sponsor, Cantor or Moelis Group or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representatives acknowledge and agree that the Placement Units to be purchased by the Representatives and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Offering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Units, Ordinary Shares and Warrants included within the Placement Units and Ordinary Shares issuable upon conversion exercise of the Warrants included within the Placement Rights Units are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units are identical to the Firm Units except that none of the Placement Securities Units (i) may not be sold, assigned or transferred by the Sponsor Sponsor, Cantor or its Moelis Group other than to a permitted transferees transferee until 30 days after consummation of a Business Combination, and (ii) the Placement Units will not be subject to any redemption rights or any rights to distributions from the Trust Account (a) in connection with the consummation of the Company’s initial a Business Combination. , (b) if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents or (c) upon liquidation prior to, or upon the expiration of, such time period.. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”. Each of Cantor and Moelis Group has agreed that it shall have the right to exercise Placement Warrants until and shall forfeit to the Company for cancellation any Placement Warrants held by it on the date that is five years after the Effective Date.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 142,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor (and/or its designees) has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares shares of Common Stock, the warrants (the “Placement SharesWarrants”) ), and the Rights rights (the “Placement Rights”) underlying included in the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units Securities are identical to the Firm Units Public Securities except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees, (iii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination, and (iv) shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights will be entitled to registration rights. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 900,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 216,750 284,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares shares of Common Stock (the “Placement Shares”) and ), the Rights (the “Placement Rights”) underlying the Placement Units, the Warrants (the “Placement Warrants”) underlying the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 334,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 27,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 216,750 504,000 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 62,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 46,875 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 9,375 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Cantor and Moelis & Company Group LP, an affiliate of Moelis (and/or its designees) “Moelis Group”), will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,000,000 units of (857,143 units, or up to 917,143 units if the CompanyOver-allotment Option is exercised in full, by the Sponsor, 100,000 units by the Cantor and 42,857 units by Moelis Group), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Firm Placement Units”) ), at a purchase price of $10.00 per Placement Unit Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 11,250 60,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for Act (the “Option Placement Units to be paid by Units” and, together with the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Firm Placement Units, the “Placement Units”). The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) may be sold, assigned or transferred by the Sponsor, Cantor or Moelis Group or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representatives acknowledge and agree that the Placement Units to be purchased by the Representatives and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Offering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Units, Ordinary Shares and Warrants included within the Placement Units and Ordinary Shares issuable upon conversion exercise of the Warrants included within the Placement Rights Units are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units are identical to the Firm Units except that none of the Placement Securities Units (i) may not be sold, assigned or transferred by the Sponsor Sponsor, Cantor or its Moelis Group other than to a permitted transferees transferee until 30 days after consummation of a Business Combination, and (ii) the Placement Units will not be subject to any redemption rights or any rights to distributions from the Trust Account (a) in connection with the consummation of the Company’s initial a Business Combination. , (b) if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents or (c) upon liquidation prior to, or upon the expiration of, such time period.. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”. Each of Cantor and Moelis Group has agreed that it shall have the right to exercise Placement Warrants until and shall forfeit to the Company for cancellation any Placement Warrants held by it on the date that is five years after the Effective Date.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 500,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 1,094,500 units of (822,500 units by the CompanySponsor and 272,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit its Purchase Agreement, up to an additional 11,250 58,725 Placement Units Units, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 1,100,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 340,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST AST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 348,480 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 40,000 units of the CompanyCompany (the “Representative Placement Units” and together with the Sponsor Placement Units, the “Placement Units”), which units are identical to the Firm Units subject to certain exceptions (collectivelyexceptions, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act Securities of 1933, as amended (the “Act”) pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 30,000 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 6,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 216,750 hereof), 725,000 private placement units of (600,000 units to be purchased by the CompanySponsor and 125,000 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 11,250 37,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered to CST or counsel and Option Private Placement Units, if any, are substantially identical to the Company or Units, subject to certain exceptions. The private placement of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Class A Ordinary Shares nor underlying warrants (the “Private Placement SharesWarrants”) and ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the Rights (over-allotment option is exercised by the “Placement Rights”) underlying the Placement UnitsUnderwriters in full), and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Class A Ordinary Shares and the underlying Private Placement Securities, Warrants will be subject to the Representative Shares lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 660,000 units of (560,000 units by the CompanySponsor and 100,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “”Placement Shares”) and the Rights Warrants (the “”Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units and the underlying component 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 Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they 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 or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 216,750 960,000 units of (610,000 units by the CompanySponsor and 350,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component 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 commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they 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 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 units of the Companyhereof), 540,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights Warrants are hereinafter referred to collectively as the “Placement Securities.” ”. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 216,750 1,040,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 11,250 120,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”), the Warrants (the “Placement Warrants”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon exercise of the Placement Warrants and conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”