Note 5 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Unit Holder Sponsor purchased an aggregate of 235,000 Private Placement Units at a price of $10.00 per Unit, or $2,350,000 in the aggregate, in a private placement.

Each Private Placement Unit consists of one Class A ordinary share and one-sixth of one warrant. Each whole Private Placement Warrant is exercisable for one whole Public Share at a price of $11.50 per share. If the initial Business Combination is not completed within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis. The Private Placement Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Unit Holder Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Units (including their underlying securities) until 30 days after the completion of the initial Business Combination.