NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 446,250 Private Placement Units to the U.S. Sponsor, the Canada II Sponsor and Seaport, at a price of $10.00 per Private Placement Unit, or $4,462,500 in the aggregate in the Private Placement. Of those 446,250 Private Placement Units, the U.S. Sponsor purchased 141,922 Private Placement Units, the Canada II Sponsor purchased 174,953 Private Placement Units and Seaport purchased 129,375 Private Placement Units. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right, which grants the holder the right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of the Business Combination.

If the Initial Business Combination is not completed within the Combination Period, the proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).