NOTE 6 - COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares.

The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter has been granted the exclusive right to act as the lead underwriter for the Company’s Initial Public Offering.

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

The underwriters were entitled to an underwriting discount of 3.2% of the gross proceeds of the Initial Public Offering, payable as follows: (i) 0.5% was paid in cash at the closing of the Initial Public Offering, (ii) 2.0% was paid in the form of 230,000 Representative Shares issued at the closing of the Initial Public Offering, and (iii) 0.7% will be paid as a deferred underwriting commission in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The Representative Shares were registered under the Securities Act pursuant to the registration statement of which the prospectus forms a part and are subject to a 180-day lock-up period in accordance with FINRA Rule 5110. The underwriters were entitled to an underwriting discount of 3.2% of the gross proceeds of the Initial Public Offering, payable as follows: (i) 0.5% was paid in cash at the closing of the Initial Public Offering, (ii) 2.0% was paid in the form of 230,000 Representative Shares issued at the closing of the Initial Public Offering, and (iii) 0.7% will be paid as a deferred underwriting commission in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The Representative Shares were registered under the Securities Act pursuant to the registration statement of which the prospectus forms a part and are subject to a 180-day lock-up period in accordance with FINRA Rule 5110.

Representative Shares

Such representative shares were registered under the registration statement of which the Initial Public Offering forms a part. The representative has agreed not to transfer, assign or sell any such shares until 180 days immediately following the commencement of sales of the offering pursuant to FINRA Rule 5110(e)(1). In addition, the representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the period to consummate the initial Business Combination.

Risks and Uncertainties

The Company’s search for a Business Combination and the operations of any prospective target may be affected by changes in economic, geopolitical and capital market conditions, including inflation, changes in interest rates, disruptions in the banking and capital markets, international conflicts, trade restrictions, cybersecurity events and other sources of market volatility. The extent and duration of such effects are difficult to predict. These conditions could affect the availability and valuation of potential targets, the Company’s ability to obtain financing and the timing or likelihood of completing a Business Combination. The unaudited condensed financial statements do not include adjustments that might result from the outcome of these uncertainties.