Subsequent to the consummation of the Private Placement, the Sponsor distributed 363,636 founder shares for a nominal purchase price to the Private Placement Investor. In addition, the sponsor members purchased, indirectly through the purchase of sponsor membership interests, an aggregate of 100,000 private placement units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 in a private placement that closed simultaneously with the closing of the IPO. Subject to the sponsor members purchasing, through the sponsor, the private placement units allocated to them simultaneously with the closing of IPO, the sponsor issued membership interests at a nominal purchase price to the sponsor members reflecting their interest in an aggregate of 1,818,179 founder shares held by the sponsor. The sponsor members have no right to vote the founder shares, private placement units or securities underlying the private placement units that they hold indirectly through their membership interests in the sponsor.

The Private Placement Units are identical to the Units sold in the IPO except that, so long as they are held by the Sponsor, the Private Placement Investors or their respective permitted transferees, the Private Placement Units (including their component securities as well as any securities underlying those component securities), they (i) are until thirty (30) days following the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) the Class A ordinary shares included as a component of the Private Placement Units will not be entitled to redemption rights.