Common use of Valid Issuance of Share Capital Clause in Contracts

Valid Issuance of Share Capital. The total number of shares of all classes of shares which the Company has authority to issue is 200,000,000 Class A Ordinary Share, 20,000,000 Class B Ordinary Share, $0.0001 par value per share (the “Class B Ordinary Shares”), and 2,000,000 preferred shares, $0.0001 par value per share (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 Class B Ordinary Shares (of which up to 625,000 shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Shares. All of the issued share capital of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital which the Company has authority to issue is 200,000,000 (i) 500,000,000 Class A Ordinary ShareShares, 20,000,000 (ii) 50,000 Class B Ordinary Share, $0.0001 par value per share (the “Class B Ordinary Shares”), and 2,000,000 preferred ordinary shares, $0.0001 par value per share (“Preferred Class B Ordinary Shares”)) and (ii) 5,000,000 preference shares. As of the date hereof, the Company has issued and outstanding 4,791,667 2,587,500 Class B Ordinary Shares (of which up to 625,000 shares 337,500 Class B Ordinary Shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares Statement related to the IPO) and no Preferred Sharespreferred shares issued and outstanding. All of the issued share capital of the Company have has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital stock which the Company has authority to issue is 200,000,000 (i) 500,000,000 Class A Ordinary Share, 20,000,000 Class B Ordinary Share, $0.0001 par value per share Shares; (the “ii) 50,000,000 Class B Ordinary Shares”), ; and 2,000,000 preferred (iii) 1,000,000 undesignated preference shares, $0.0001 par value per share (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 2,875,000 shares of Class B Ordinary Shares (of which up to 625,000 375,000 shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Sharespreferred shares are issued and outstanding. All of the issued share capital of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares which the Company has authority to issue is 200,000,000 Class A Ordinary Share, 20,000,000 Class B Ordinary Share, $0.0001 par value per share (the “Class B Ordinary Shares”), and 2,000,000 preferred shares, $0.0001 par value per share (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 5,750,000 Class B Ordinary Shares (of which up to 625,000 750,000 shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Shares. All of the issued share capital of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital which the Company has authority to issue is 221,000,000 ordinary shares, including 200,000,000 Class A Ordinary Share, Shares and 20,000,000 Class B Ordinary ShareShares, $0.0001 par value per share (the “Class B Ordinary Shares”), and 2,000,000 1,000,000 preferred shares, $0.0001 par value per share (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 6,325,000 Class B Ordinary Shares (of which up to 625,000 825,000 shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Shares. All of the issued share capital of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital, each with a par value of $0.0001 per share, which the Company has authority to issue is 220,000,000 ordinary shares, including 200,000,000 Class A Ordinary Share, Shares and 20,000,000 Class B Ordinary Share, $0.0001 par value per share Shares (the “Class B Ordinary Shares”), ) and 2,000,000 1,000,000 preferred shares, $0.0001 par value per share shares (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 8,625,000 Class B Ordinary Shares (of which up to 625,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares and no Preferred Shares. All of the issued share capital of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital which the Company has authority to issue is 200,000,000 (i) 500,000,000 Class A Ordinary ShareShares, 20,000,000 (ii) 50,000 Class B Ordinary Share, $0.0001 par value per share (the “Class B Ordinary Shares”), and 2,000,000 preferred ordinary shares, $0.0001 par value per share (“Preferred Class B Ordinary Shares”)) and (ii) 5,000,000 preference shares. As of the date hereof, the Company has issued and outstanding 4,791,667 2,875,000 Class B Ordinary Shares (of which up to 625,000 shares 375,000 Class B Ordinary Shares are subject to forfeiture as described in the Registration Statement), no Class A Ordinary Shares Statement related to the IPO) and no Preferred Sharespreferred shares issued and outstanding. All of the issued share capital of the Company have has been duly authorized, validly issued, and are fully paid and non-assessable.

Valid Issuance of Share Capital. The total number of shares of all classes of shares share capital which the Company has authority to issue is (i) 200,000,000 Class A Ordinary Shareordinary shares, (ii) 20,000,000 Class B Ordinary Share, $0.0001 par value per share ordinary shares and (the “Class B Ordinary Shares”), and 2,000,000 iii) 1,000,000 preferred shares, $0.0001 par value per share (“Preferred Shares”). As of the date hereof, the Company has issued and outstanding 4,791,667 1,437,500 Class B Ordinary Shares ordinary shares (of which up to 625,000 187,500 Class B ordinary shares are subject to forfeiture as described in the Registration Statement), no registration statement related to the IPO) to the Company’s sponsor as well as 278,000 Class A Ordinary Shares B ordinary shares to representatives of the underwriters in the IPO and no Preferred Sharespreferred shares are issued and outstanding. All of the issued share capital of the Company have has been duly authorized, validly issued, and are fully paid and non-assessable.