NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, Sponsor A and Sponsor B purchased 192,500 Private Units and 80,000 Private Units, respectively, or an aggregate of 272,500 Private Units at a price of $10.00 per Private Unit, with each unit consisting of one share of common stock (the “Private Shares”) and one right to receive one-fourth (1/4) of a share of common stock upon the consummation of an initial business combination (each a “Private Right”), from the Company in a private placement (the “Private Placement”). The Private Units are identical to the Units sold in the IPO except that the Private Units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the Business Combination. If the Company does not complete the Business Combination within the Combination Period, the Private Units (and the underlying securities) will expire worthless. Upon separation, the Private Units will be separated into 272,500 Private Shares and 272,500 Private Rights. The 272,500 Private Shares are included in common stock and classified within permanent equity.