Common use of Valid Issuance of Share Capital Clause in Contracts

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares (of which up to 187,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A an unlimited number of Ordinary Shares, Shares and (ii) 10,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. an unlimited number of preferred shares consisting of Classes A through E. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares 1,725,000 Ordinary Shares (of which up to 187,500 Class B ordinary shares 225,000 of such Ordinary Shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares issued any preference sharesand outstanding. All of the issued share capital shares of the Company has have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 390,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 100,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated 10,000,000 shares of preference sharesshare. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares (of which up to 187,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 50,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 3,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 2,156,250 Class B ordinary shares (of which up to 187,500 281,250 Class B ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 1,581,250 Class B ordinary shares (of which up to 187,500 206,250 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Shares, shares of common stock and (ii) 10,000,000 Class B ordinary shares, and (iii) an 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares 2,156,250 Shares (of which up to 187,500 Class B ordinary shares an aggregate of 915,441 of such Shares are subject to forfeiture as described in the Registration Statement related to the IPOStatement) and has not no preferred shares are issued any preference sharesand outstanding. All of the Shares to be issued share capital of pursuant to the Company has Offering have been duly authorized, and when issued pursuant to this Agreement will be validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A an unlimited number of Ordinary Shares, Shares and (ii) 10,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. an unlimited number of preferred shares consisting of Classes A through E. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares 1,533,333 Ordinary Shares (of which up to 187,500 Class B ordinary shares 200,000 of such Ordinary Shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares issued any preference sharesand outstanding. All of the issued share capital shares of the Company has have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Shares, Shares and (ii) 10,000,000 Class B ordinary shares, and (iii) an 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares 2,156,250 Shares (of which up to 187,500 Class B ordinary shares an aggregate of 915,441 of such Shares are subject to forfeiture as described in the Registration Statement related to the IPOStatement) and has not no preferred shares are issued any preference sharesand outstanding. All of the Shares to be issued share capital of pursuant to the Company has Offering have been duly authorized, and when issued pursuant to this Agreement will be validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 200,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 20,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 1,250,000 Class B ordinary shares (of which up to 187,500 150,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B 220,000,000 ordinary shares, and (iiiii) 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 Class B 1,725,000 ordinary shares (of which up to 187,500 Class B 225,000 ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) to the Company’s sponsor as well as 278,000 ordinary shares to representatives of the underwriters in the IPO and has not no preferred shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Sharesshares of common stock, par value $0.0001 per share and (ii) 10,000,000 Class B ordinary shares1,000,000 shares of preferred stock, and (iii) 1,000,000 undesignated preference sharespar value $0.0001 per share. As of the date hereof, the Company has issued 1,437,500 Class B ordinary 2,501,250 shares of common stock (of which up to 187,500 Class B ordinary 326,250 shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not no preferred shares issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A 47,000,000 Ordinary Shares, (ii) 10,000,000 2,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 1,725,000 Class B ordinary shares (of which up to 187,500 225,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 200,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 20,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated preference preferred shares. As of the date hereof, the Company has issued 1,437,500 1,690,500 Class B ordinary shares (of which up to 187,500 220,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 150,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares (of which up to 187,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 500,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 50,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated 5,000,000 preference shares. As of the date hereof, the Company has issued 1,437,500 1,150,000 Class B ordinary shares (of which up to 187,500 150,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preference shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 180,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 20,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 2,875,000 Class B ordinary shares (of which up to 187,500 375,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A 47,000,000 Ordinary Shares, (ii) 10,000,000 2,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 Class B ordinary shares (of which up to 187,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 500,000,000 Class A Ordinary Sharesordinary shares, (ii) 10,000,000 50,000,000 Class B ordinary shares, shares and (iii) 1,000,000 undesignated preference 5,000,000 preferred shares. As of the date hereof, the Company has issued 1,437,500 1,150,000 Class B ordinary shares (of which up to 187,500 150,000 Class B ordinary shares are subject to forfeiture as described in the Registration Statement registration statement related to the IPO) and has not no preferred shares are issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 Class A Ordinary Sharesshares of common stock, par value $0.0001 per share and (ii) 10,000,000 Class B ordinary shares1,000,000 shares of preferred stock, and (iii) 1,000,000 undesignated preference sharespar value $0.0001 per share. As of the date hereof, the Company has issued 1,437,500 Class B ordinary 2,875,000 shares of common stock (of which up to 187,500 Class B ordinary 375,000 shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not no preferred shares issued any preference sharesand outstanding. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000 500,000,000 Class A Ordinary Shares, (ii) 10,000,000 50,000,000 Class B ordinary shares, and (iii) 1,000,000 undesignated preference shares. As of the date hereof, the Company has issued 1,437,500 5,318,750 Class B ordinary shares (of which up to 187,500 share that will automatically convert into Class B A ordinary shares are subject to forfeiture immediately at consummation of the Company’s initial Business Combination (as described in the Registration Statement related to the IPOdefined below) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.