Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 7,220,000 7,500,000 warrants and 250,000 warrants, respectively, which warrants are identical to the Warrants included in the Firm Units, Units subject to certain exceptions (the “Placement Warrants”), ) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase AgreementAgreements, up to an additional 783,000 Private 300,000 Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”)Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) Ordinary Shares may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 6,360,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 654,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 7,720,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 772,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 7,900,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Firm Placement Warrants”), at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Purchase Agreement, up to an additional 783,000 Private 1,000,000 Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants” and, together with the Firm Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 4,200,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 400,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 7,500,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 750,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Stock may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The proceeds from the sale of the Private Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 8,000,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 750,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Class A Ordinary Shares may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $5,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 5,600,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of Class A common stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 540,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares share of Common Stock) Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $3,600,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 8,750,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of our Class A common stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 900,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 7,500,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one Class A Ordinary Share at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 675,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Class A Ordinary Shares may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $5,250,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 warrants4,000,000 warrants (the “Placement Warrants”), which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)exceptions, at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 Private 400,000 Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust AccountAccount to the extent needed for the Trust Account to equal 102% of the gross proceeds form the Offering.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 4,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 390,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 12,290,000 warrants, which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Firm Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Purchase Agreement, up to an additional 783,000 Private 1,566,000 Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants” and, together with the Firm Placement Warrants, the “Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 7,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 750,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 warrants, 7,000,000 warrants (7,750,000 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants included in the Firm Units, subject to certain exceptions (collectively, the “Placement Warrants”), ) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 Private 750,000 Placement Warrants Warrants, at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”)Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common StockOrdinary Shares) may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 4,266,667 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of Class A common stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 440,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares of Common Stock) Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The $4,400,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 6,200,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 700,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 4,400,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 450,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 7,220,000 warrants4,000,000 warrants (3,333,333 warrants to be purchased by the Sponsor and 666,667 warrants to be purchased by the Representative), which warrants are identical to the Warrants included in the Firm Units, Units subject to certain exceptions (the “Placement Warrants”), ) at a purchase price of $1.00 1.50 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor and Representative will purchase from the Company pursuant to the Purchase AgreementAgreements, up to an additional 783,000 Private 400,000 Placement Warrants (333,333 Placement Warrants to be purchased by the Sponsor and 66,667 Placement Warrants to be purchased by the Representative), at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”)Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 6,000,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of Class A common stock at $11.50 per share, at a purchase price of $1.00 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 600,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares share of Common Stock) Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to Purchase Agreement Agreements (as defined in Section 2.21.2 hereof), 7,220,000 8,150,000 warrants and 350,000 warrants, respectively, which warrants are identical to the Warrants included in the Firm Units, Units subject to certain exceptions (the “Placement Warrants”), ) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase AgreementAgreements, up to an additional 783,000 Private 337,500 Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”)Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) Ordinary Shares may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to the Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 4,000,000 private placement warrants, which warrants are identical each exercisable to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”)purchase one share of Class A common stock at $11.50 per share, at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrant Warrants”) in a 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. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 400,000 Private Placement Warrants at a purchase price of $1.00 1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying shares share of Common Stock) Class A common stock may be sold, assigned or transferred by the Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. The $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to a Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 warrantsan aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the Over-allotment Option is exercised in full), which warrants are identical at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to the Warrants included in the Firm Unitspurchase one share of Common Stock for $11.50 per share, subject to certain exceptions adjustment (the “Private Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 The Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant are substantially similar to the Warrants included in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of Units, except as described in the Act (Registration Statement, the “Option Private Placement Warrants”)Sale Preliminary Prospectus and the Prospectus. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None Other than as permitted by (a) the Insider Letter (as defined below) or (b) any transfers as between an Insider and the Sponsor, none of the Private Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor will purchase from the Company pursuant to Purchase Agreement (as defined in Section 2.21.2 hereof), 7,220,000 6,000,000 warrants, which warrants are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 783,000 600,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Warrants”). The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying shares of Common Stock) 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 Warrants shall be deposited into the Trust Account.