NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 495,500 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor in the Private Placement. Each Private Placement Unit consists of one Private Placement Share and one-third of one Private Placement Warrant. Each whole Warrant (i) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, (ii) becomes exercisable 30 days after the completion of the initial Business Combination and (iii) will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, and (ii) are entitled to registration rights.