NOTE 4. PRIVATE PLACEMENT

The Company’s Sponsor A and Sponsor B have each committed to purchase 192,500 Private Units and 80,000 Private Units, respectively, or an aggregate of 272,500 Private Units (whether or not the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per Private Unit from the Company in a private placement that will occur simultaneously with the closing of the IPO. The Private Units are identical to the Units sold in the IPO except that the Private Units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the Business Combination. If the Company does not complete the Business Combination within the Combination Period, the Private Units (and the underlying securities) will expire worthless. Upon separation, the Private Units will be separated into 272,500 Private Shares and 272,500 private rights.