NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company in a private placement sold 600,000 Private Units at a price of $10.00 per Private Unit. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, as described in Note 3, except that so long as they are held by the Sponsor or its permitted transferees, the private units (including the component securities as well as the securities underlying those component securities) (i) are locked up until the completion of the initial business combination, (ii) will be entitled to registration rights and (iii) the Class A common stock included as a component of the private units will not be entitled to redemption rights. If the Company does not complete the initial business combination within the completion window, the private units will expire worthless. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.