Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 470,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement. Of those 470,000 Private Placement Units, the Sponsor purchased 330,000 Private Placement Units and BTIG purchased 140,000 Private Placement Units. Up to 47,250 additional Private Placement Units can be purchased by the Sponsor and BTIG depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. Each Private Placement Unit consists of one Private Placement Share, and one Private Placement Right. Each Private Placement Right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Private Placement Units are identical to the Units offered in Initial Public Offering, subject to certain limited exceptions as described in the IPO Prospectus. The Private Placement Rights are identical to the Public Rights comprising part of the Units offered in the Initial Public Offering.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.