Keystone Acquisition Corp.

EX-99.1 · PRESS RELEASE, DATED JUNE 2, 2026

EX-99.1
 11
 ea029389901ex99-1.htm
 PRESS RELEASE, DATED JUNE 2, 2026

 Exhibit 99.1

 Keystone Acquisition Corp. Announces
Pricing of $250 Million Initial Public Offering

 NEW YORK, NEW YORK, JUNE 2, 2026 (GLOBE NEWSWIRE) – Keystone
Acquisition Corp. (Nasdaq: KEYY) (the “Company”) today announced the pricing of its initial public offering of 25,000,000
units at a public offering price of $10.00 per unit, for aggregate gross proceeds of $250,000,000.

 Each unit consists of one Class A ordinary share and one-half of one
redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

 The units are expected to begin trading on The Nasdaq Global Market
(“Nasdaq”) under the ticker symbol “KEYYU” on June 3, 2026. Once the securities comprising the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “KEYY” and “KEYYW”,
respectively. The offering is expected to close on June 4, 2026, subject to customary closing conditions.

 Keystone Acquisition Corp. is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with
one or more businesses. While the Company may pursue an initial business combination in any sector or geographic region, it intends initially
to focus on opportunities in the high growth sectors related to innovation in United States industrial development, with an emphasis on
energy transition & critical minerals, shipbuilding & maritime engineering, semiconductors & advanced electronics, digital
infrastructure & data centers, and digital assets & crypto treasuries.

 Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC is acting as the lead book-running manager for the offering.

 A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 The offering is being made only by means of a prospectus. Copies of
the prospectus relating to this offering may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities,
LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at capitalmarkets@cohencm.com.

 Cautionary Note Concerning Forward-Looking
Statements

 This press release contains statements that constitute “forward-looking
statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and the Company’s
search for an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at
all, or that the proceeds will be used as indicated. Forward-looking statements are subject to numerous risks and uncertainties, many
of which are beyond the control of the Company, as described in the “Risk Factors” section of the Company’s registration
statement for the initial public offering filed with the SEC and available on the SEC’s website at www.sec.gov. The Company undertakes
no obligation to update or revise any forward-looking statements, except as required by law.

 Contact

 Jake Cho

Chief Financial Officer

Keystone Acquisition Corp.

jake.cho@kystinter.com

EX-99.2 · PRESS RELEASE, DATED JUNE 4, 2026

EX-99.2
 12
 ea029389901ex99-2.htm
 PRESS RELEASE, DATED JUNE 4, 2026

 Exhibit 99.2

 Keystone Acquisition Corp. Announces Closing of $287.5 Million Initial
Public Offering Including Exercise of Underwriters’ Over-Allotment Option

 NEW YORK, NEW YORK, JUNE 4, 2026 (GLOBE NEWSWIRE) – Keystone
Acquisition Corp. (Nasdaq: KEYYU) (the “Company”) today announced the closing of its initial public offering of 28,750,000
units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their over-allotment option, at a public
offering price of $10.025 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each
whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

 The units are listed on The Nasdaq Global Market
(“Nasdaq”) and commenced trading under the ticker symbol “KEYYU” on June 3, 2026. Once the securities comprising
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “KEYY”
and “KEYYW,” respectively.

 Concurrently with the closing of the initial
public offering, the Company closed on a private placement of 8,468,750 warrants at a price of $1.00 per warrant, resulting in gross
proceeds of $8,468,750. Keystone International Acquisition Management LLC, the Company’s sponsor, purchased 5,593,750 of the
private placement warrants, Cohen & Company Capital Markets purchased 2,731,250 of the private placement warrants and Clear
Street LLC purchased 143,750 of the private placement warrants. Each private placement warrant is exercisable to purchase one Class
A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial public offering and a
simultaneous private placement of warrants, $288,218,750 (or $10.025 per unit sold in the public offering) was placed in trust.

 Keystone Acquisition Corp. is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with
one or more businesses. While the Company may pursue an initial business combination in any sector or geographic region, it intends initially
to focus on opportunities in the high growth sectors related to innovation in United States industrial development, with an emphasis on
energy transition & critical minerals, shipbuilding & maritime engineering, semiconductors & advanced electronics, digital
infrastructure & data centers, and digital assets & crypto treasuries.

 Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, acted as the lead book-running manager of the offering. Clear Street LLC is acting as co-manager for the offering.

 A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 The offering was made only by means of a prospectus. Copies of the
prospectus relating to this offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York,
NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.

 Cautionary Note Concerning Forward-Looking Statements

 This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s search for an initial business combination and
the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given
that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 Contact

 Jake Cho

 Chief Financial Officer

 Keystone Acquisition Corp.

 jake.cho@kystinter.com

EX-1.1 · UNDERWRITING AGREEMENT, DATED JUNE 2, 2026, BY AND BETWEEN THE COMPANY AND THE R

EX-1.1
 2
 ea029389901ex1-1.htm
 UNDERWRITING AGREEMENT, DATED JUNE 2, 2026, BY AND BETWEEN THE COMPANY AND THE REPRESENTATIVES

 Exhibit 1.1

 UNDERWRITING AGREEMENT

 New York, New York

June 2, 2026

 Cohen & Company Capital Markets,

a division of Cohen & Company Securities, LLC

3 Columbus Circle, 24th Floor

New York, NY 10019

 Clear Street LLC

 4 World Trade Center

 150 Greenwich St., Floor 45

 New York, NY 10007

 As Representatives of the Underwriters

named on Schedule A hereto

 Ladies and Gentlemen:

 The undersigned, Keystone
Acquisition Corp., a Cayman Islands exempted company (the “Company” ), hereby confirms its agreement with Cohen &
Company Capital Markets, a division of Cohen & Company Securities, LLC (“ CCM ”), and Clear Street LLC (“ Clear
Street ” and collectively with CCM, the “ Representatives ” and each, a “ Representative ”)
and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives
(the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, individually,
an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A , any references to
Underwriters shall refer exclusively to the Representatives) as follows:

 1. Purchase
and Sale of Securities.

 1.1 Firm
Securities.

 1.1.1 Purchase of Firm
Units . On the basis of the representations and warranties contained herein, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and
the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 25,000,000 units (the “Firm
Units” ) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase
price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.40 per
Firm Unit. The Firm Units are to be offered initially to the public (the “Offering” ) at the offering price of $10.00
per Firm Unit. Each Firm Unit consists of one (I) Class A ordinary share (“Ordinary Share” ), $0.0001 par value per
share, of the Company (the “Public Shares” ), and one-half of one (1) redeemable warrant (the “Warrants” ).
Each whole Warrant entitles the holder thereof to purchase one (1) Class A ordinary share at a price of $11.50 per share. The Ordinary
Shares and Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if
such date is not a Business Day (as defined in Section 1.1.2 ), the following Business Day) unless the Representatives determine
to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants
included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission” )
a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the
Offering and the Warrant Private Placement (as defined in Section 1.4.2 ) and updated financial information with respect to any
proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1 ) if such option is exercised
prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate
trading will begin.

 1.1.2 Payment and Delivery .
Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined
below) following the commencement of trading of the Units (as defined in Section 1.2.1 ), or at such earlier time as shall be agreed
upon by the Representatives and the Company, at the offices of Kirkland & Ellis LLP, counsel to the Underwriters (“K&E”),
 or at such other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment
for the Firm Units are called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by
wire transfer in Federal (same day) funds, payable as follows: $250,625,000 of the proceeds received by the Company for the Firm Units
and the sale of the Placement Warrants (as defined in Section 1.4.2 ) shall be deposited in the trust account (the “Trust
Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration
Statement (as defined in Section 2.1.1 ) pursuant to the terms of an Investment Management Trust Agreement (the “Trust
Agreement”) between the Company and Efficiency INC. (“ Efficiency ”) acting as trustee. The funds deposited
in the Trust Account shall include an aggregate of $10,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Underwriters
as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for
the Firm Units and the sale of the Placement Warrants (less commissions and actual expense payments or other fees payable pursuant to
this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representatives of certificates (in form and
substance satisfactory to the Representatives) representing the Firm Units (or through the facilities of The Depository Trust Company
 (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such
authorized denominations as the Representatives may request in writing at least two (2) full Business Days prior to the Closing Date.
If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Units
for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any
of the Firm Units except upon tender of payment by the Representatives for all the Firm Units. The Representatives may, at their option,
delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units
(as defined below) and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders”
 means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor
(as defined in Section 1.4.1 ) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary
Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than
a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed;
provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed
due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers
on such day.

 2

 1.2 Over-Allotment
Option.

 1.2.1 Option Units .
The Representatives are hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 3,750,000
units (the “ Option Units ”), the net proceeds of which will be deposited in the Trust Account together with up to an
additional $718,750 ($0.025 per Unit), solely for the purposes of covering any over-allotments, if any, in connection with the distribution
and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased
for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s
name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representatives to eliminate
fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units,
the Ordinary Shares and the Warrants included in the Units, and the Ordinary Shares issuable pursuant to the Warrants are hereinafter
referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units
previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may
be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by
the Representatives to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth
in Section 1.1.1 hereof.

 1.2.2 Exercise of Option .
The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representatives as to all (at any time)
or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”)
 of the Registration Statement. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise
of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by
the Representatives, which must be confirmed in accordance with Section 9.1 herein setting forth the number of Option Units to
be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which
will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall
be agreed upon by the Company and the Representatives, at the offices of K&E or at such other place (including remotely by facsimile
or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the
Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment
Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the
Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

 3

 1.2.3 Payment and Delivery .
Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows:
$9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representatives of
certificates (in form and substance satisfactory to the Representatives) representing the Option Units (or through the facilities of
DTC) for the account of the Representatives. The amount of the payments for the Option Units to be deposited in the Trust Account will
include $0.40 per Option Unit (up to $1,500,000), payable to the Representatives, as Deferred Underwriting Commission, in accordance
with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in such denominations and registered
in such names as the Representatives request in writing not less than two (2) full Business Days prior to the Closing Date or the Option
Closing Date, as the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid
office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The
Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representatives for applicable
Option Units.

 1.3 Deferred
Underwriting Commission.

 1.3.1 Deferred Underwriting
Commission . The Representatives agree that (i) 4.0% of the gross proceeds from the sale of the
Firm Units ($10,000,000) and 4.0% of the gross proceeds from the sale of the Option Units (up to $1,500,000), if any (collectively, the
“ Deferred Underwriting Commission ”), will be deposited and held in the Trust Account and up to which amount(s) shall
be payable directly from the Trust Account, without accrued interest, to the Representatives for their own account and the account of
the Underwriters upon the consummation of the initial Business Combination (such consummation, the “Specified Event”),
 subject, in each case, to the reductions provided for in this Section 1.3.1 . The Trust Agreement shall provide that the Trustee
(as defined below) is required to obtain a written instruction signed by the Company and acknowledged by the Representatives with respect
to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust
Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of a merger, share
exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business
Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent
of the Representatives. In the event that the Company is unable to consummate a Business Combination and Efficiency, as the trustee of
the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the
Trust Agreement, the Representatives, on behalf of itself and the Underwriters, agrees that (i) it shall forfeit any rights or claims
to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together
with all other amounts on deposit in the Trust Account, shall be distributed on a pro rata basis among the Public Shareholders. The Representatives
shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and
any decisions relating to such modifications shall be made exclusively by the Representatives on behalf of themselves and the Underwriters.
For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the
purchase price for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date, and the Underwriters
shall be entitled to a portion of the Deferred Underwriting Commission based on the number of Units each purchased in the Offering (as
indicated in Schedule A hereto) without any further conditions except for those set forth above and below. Notwithstanding anything
to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion,
by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company
agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event.
For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter
to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.
The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting Commission will be based
on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of
the Public Shareholders. The Representatives, on behalf of themselves and the Underwriters, further agree that the Deferred Underwriting
Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection
with or prior to the Specified Event.

 4

 1.4 Private
Placements.

 1.4.1 Founder Shares .
Keystone International Acquisition Management LLC (the “Sponsor”) and the Company’s independent director nominees
currently hold an aggregate of 9,583,333 Class B ordinary shares (the “Founder Shares”) that were initially purchased
by the Sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share. In December 2025 and January 2026, the
Sponsor transferred an aggregate of 100,000 Class B ordinary shares to three of the Company’s independent director nominees (with
one receiving 40,000 Class B ordinary shares, another receiving 25,000 Class B ordinary shares, and a third receiving 35,000 Class B
ordinary shares) at the same per-share price that the Sponsor purchased such shares, or approximately $0.003 per share, resulting in
the Sponsor holding 9,483,333 Class B ordinary shares. No underwriting discounts, commissions or placement fees have been or will be
payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares
may be sold, assigned or transferred by the Sponsor until the earlier of (A) one hundred and eighty (180) days following the completion
of the Business Combination or (B) subsequent to the completion of the Business Combination, (x) if the last sale price of the Company’s
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations
and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least ninety (90) days after the
completion of the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other
similar transaction that results in all of the Public Shareholders having the right to exchange its Ordinary Shares for cash, securities
or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of
the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have
redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor
will be required to forfeit such number of Founder Shares (up to 1,250,000 Founder Shares) such that the Founder Shares then outstanding
will comprise 25% of the issued and outstanding Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment
Option (excluding the Placement Securities as defined below). All references in this Agreement to shares of the Company being forfeited
shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.

 5

 1.4.2 Private Placement
Warrants . Simultaneously with the Closing Date, the Sponsor and the Underwriters will
purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 7,625,000
private placement warrants (the “Private Placement Warrants”), which Private Placement Warrants are substantially
identical to the Warrants included in the Firm Units, subject to certain exceptions, at a purchase price of $1.00 per Private Placement
Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the
7,625,000 Private Placement Warrants, the Sponsor will purchase 5,125,000 Private Placement Warrants and the Underwriters will purchase
2,500,000 Private Placement Warrants (or 8,468,750 Private Placement Warrants (5,593,750 by the Sponsor and 2,875,000 by the Underwriters)
if the Over-Allotment Option is exercised in full). The Underwriters agree to purchase Private Placement Warrants consistent with their
pro rata allocation of the Offering. The private placement of the Private Placement Warrants to the Sponsor and Underwriters is referred
to herein as the “ Warrant Private Placement .” Certain proceeds from the sale of the Private Placement Warrants shall
be deposited into the Trust Account. None of the Private Placement Warrants or Private Shares (collectively, the “ Placement
Securities ”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty
(30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Securities acquired
by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3 ) will be deemed compensation
by the Financial Industry Regulatory Authority (“ FINRA ”) and will therefore be subject to lock-up for a period of
one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions,
pursuant to FINRA Rule 5110(e). Accordingly, the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase
Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and
eighty (180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in the Offering
and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up
restriction for the remainder of the time period.

 1.4.3 No
underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Private Placement Warrants
sold in the Warrant Private Placement . The Private Placement Warrants are identical to the Warrants except that (i) none of the
Private Placement Warrants will be transferable, assignable or salable until thirty (30) days after the consummation of a Business Combination
except to permitted transferees and (ii) will be entitled to registration rights. In addition, with respect to any Placement Securities
held by the Underwriters, such securities will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110
and such Placement Warrants will not be exercisable more than five years from the commencement of sales of the Offering in accordance
with FINRA Rule 5110(g)(8). The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively
as the “Securities.”

 6

 1.5 Working Capital .
Upon consummation of the Offering and the Warrant Private Placement, it is intended that approximately $1,300,000 of the proceeds from
the Offering and the Warrant Private Placement will be released to the Company and held outside of the Trust Account to fund the working
capital requirements of the Company. In the event that the Offering expenses are less than $750,000, the amount of funds available outside
of the Trust Account to fund the working capital requirements of the Company would increase by a corresponding amount.

 1.6 Interest Income .
Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust
Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to (i) pay any taxes,
other than excise taxes, payable by the Company and (ii) pay up to $100,000 for dissolution expenses, all as more fully described in
the Prospectus (as defined in Section 2.1.1 ). Additionally, all permitted withdrawals can only be made from interest and not from
the principal held in the Trust Account.

 2. Representations
and Warranties of the Company . The Company represents and warrants to the Underwriters as follows:

 2.1 Filing
of Registration Statement.

 2.1.1 Pursuant to the
Act . The Company has filed with the Commission a registration statement and an amendment or amendments
thereto, on Form S-1 (File No. 333-295539), including any related preliminary prospectus (“Preliminary Prospectus”), including
any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for
the registration of the offer and sale of the Public Securities under the Act, which registration statement and amendment or amendments
have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”)
 of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended,
on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and
the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final
prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the
Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For
the purposes of this Agreement, “Time of Sale,” as used in the Act, means 4:25 p.m. New York City time, on the date
of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement
filed on May 28, 2026, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale,
the “Sale Preliminary Prospectus”). Unless otherwise specified, any reference herein to the term “Registration
Statement” shall be deemed to include any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional
securities (a “Rule 462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement and the Form
8-A registration statement referred to below in Section 2.1.2 , which, if filed, becomes effective upon filing, no other document
with respect to the Registration Statement has been filed with the Commission. The offer and sale of all Public Securities have been
registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission
on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives determine that at the Time of Sale,
the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading and the Company and the Representatives
agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts,
then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry
into the first such new purchase contract.

 7

 2.1.2 Pursuant to the
Exchange Act . The Company has filed with the Commission a Registration Statement on Form
8-A (File Number 001-43320) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), of the Units, the Public Shares and the Warrants. The registration of the Units, Public Shares and Warrants under the
Exchange Act has been declared effective by the Commission on the date hereof and the Units, the Public Shares and the Warrants have
been registered pursuant to Section 12(b) of the Exchange Act.

 2.1.3 No Stop Orders,
Etc. . Neither the Commission nor, to the Company’s knowledge, assuming reasonable
inquiry, any federal, state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending
the use of the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof,
or has instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect
to such an order.

 2.2 Disclosures
in Registration Statement.

 2.2.1 10b-5 Representation .
At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)
and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in
accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the
Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective
dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the
case may be, did not and will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent
Time of Sale pursuant to Section 2.1.1 ), did not include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When
any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration
Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when
any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary
Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus
and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and
warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity
with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration
Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge
and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters,
the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting,”
the information with respect to short positions and stabilizing transactions contained in the section entitled “Underwriting”
and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively,
the “Underwriters’ Information”).

 8

 2.2.2 Disclosure of
Agreements . The agreements and documents described in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements
or other documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be
filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound
or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an
exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company,
is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry,
the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (y) as enforceability of any indemnification or contribution
provision may be limited under the foreign, federal and state securities laws; and (z) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming
reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or
default thereunder. To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,
including, without limitation, those relating to environmental laws and regulations.

 2.2.3 Prior Securities
Transactions . No securities of the Company have been sold by the Company or by or on behalf of,
or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the
Company’s formation, except as disclosed in the Registration Statement.

 9

 2.2.4 Regulations .
The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal,
foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and
do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made,
not misleading.

 2.3 Changes
After Dates in Registration Statement.

 2.3.1 No Material Adverse
Change . Since the respective dates as of which information is given in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no
material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material
transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s
board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv)
no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability
of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus.

 2.3.2 Recent Securities
Transactions . Subsequent to the respective dates as of which information is given in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii)
declared or paid any dividend or made any other distribution on or in respect to its share capital.

 2.4 Independent Registered
Public Accounting Firm . To the Company’s knowledge, WithumSmith+Brown, PC (“Withum”),
 whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company
Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s
knowledge, Withum is currently registered with the PCAOB. Withum has not, during the periods covered by the financial statements included
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as
such term is used in Section 10A(g) of the Exchange Act.

 10

 2.5 Financial
Statements; Statistical Data.

 2.5.1 Financial Statements .
The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the
Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United
States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and
the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the
information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are
required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus.
The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or
other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are
no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as required.

 2.5.2 Statistical Data .
The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus and/or
the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data materially agree with the sources from which they are derived.

 2.6 Authorized Capital
Options . The Company had at the date or dates indicated in each of the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set
forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration
Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date,
as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date,
as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued
Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or
any such options, warrants, rights or convertible securities.

 11

 2.7 Valid
Issuance of Securities.

 2.7.1 Outstanding Securities .
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized
and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and
are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding
securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company
were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on
the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

 2.7.2 Securities Sold
Pursuant to this Agreement . The Public Securities have been duly authorized and reserved for
issuance and when issued and paid for in accordance with this Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company and upon registration in the register of members of the Company, will be validly issued, and the Ordinary Shares will
be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders;
the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of
the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law
of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material
respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as
the case may be.

 2.7.3 Placement
Securities.

 2.7.3.1 The
Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase
Agreements, the Warrant Agreement, and the Amended and Restated Memorandum and Articles of Association of the Company and upon registration
in the register of members of the Company, will be validly issued; the holders thereof are not and will not be subject to personal liability
by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of the Placement Securities has been duly and validly taken.

 2.7.4 No Integration .
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required
to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.

 2.8 Registration
Rights of Third Parties . Except as set forth in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or
to include any such securities in a registration statement to be filed by the Company.

 12

 2.9 Validity and
Binding Effect of Agreements . This Agreement, the Trust Agreement, the Insider Letter (as defined
in Section 2.21.1 ), the Services Agreement (as defined in Section 2.21.4), the Registration Rights Agreement (as defined in Section
2.21.5 ), the Warrant Agreement (as defined in Section 2.23 ) and the Purchase Agreements and (collectively with this Agreement,
the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered,
will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective
terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be
limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought.

 2.10 No Conflicts,
Etc . The execution, delivery, and performance by the Company of the Transaction Documents,
the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms
hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both, (i) result in a breach or
violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any
agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject
except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles
of Association, as may be amended from time to time, of the Company (the “Charter Documents”); or (iii) violate any
existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

 2.11 No Defaults;
Violations . No default or violation exists in the due performance and observance of any term,
covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject, except for any such default or
violation that would not have a Material Adverse Effect (as defined in Section 2.15 ). The Company is not (a) in violation of any
term or provision of its Charter Documents or (b) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment
or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or
businesses, except in the case of clause (b) above for any such violation that would not have a Material Adverse Effect.

 13

 2.12 Corporate
Power; Licenses; Consents.

 2.12.1 Conduct of Business .
The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation
on the Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities
other than in connection with its formation and in furtherance of the Offering or as otherwise described in the Registration Statement,
the Sale Preliminary Prospectus or the Prospectus, as applicable.

 2.12.2 Transactions
Contemplated Herein . The Company has all requisite corporate power and authority to enter into
the Transaction Documents and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals
and orders required in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with,
any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Securities
and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities
laws, the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and the rules and regulations promulgated by FINRA.

 2.12.3 Jurisdiction
and Designation . The Company has the power to submit, and pursuant to Section 9.7 of this
Agreement has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New
York State or United States Federal court sitting in the City of New York, Borough of Manhattan.

 2.13 D&O Questionnaires .
To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)
 completed by each of the Company’s officers, directors and shareholders as of the date hereof (together with the Sponsor, the
 “Insiders”) and provided to the Representatives and their counsel and the biographies of the Insiders and other persons
contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true
and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed
in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.

 2.14 Litigation;
Governmental Proceedings . There is no action, suit, proceeding, inquiry, arbitration, investigation,
litigation or governmental proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or
involving the Company or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of
an Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus,
the Prospectus or the Questionnaires.

 14

 2.15 Good Standing .
The Company has been duly incorporated and is validly existing and is in good standing under the laws of its jurisdiction of incorporation.
The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership
or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material
adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company,
whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

 2.16 No Contemplation
of a Business Combination . As of the date of this Agreement, the Company has not selected any
specific Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated
any substantive discussions, directly or indirectly with any Target Business.

 2.17 Transactions
Requiring Disclosure to FINRA.

 2.17.1 Finder’s
Fees . Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the
Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a brokerage commission
or finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or
any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry,
any Insider that may affect the Underwriters’ compensation, as defined by FINRA.

 2.17.2 Payments Within
180 Days . The Company has not made any direct or indirect payments (in cash, securities or otherwise)
to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company
or introducing to the Company persons who raised or provided capital to the Company; or (ii) to the Company’s knowledge, any “participating
member,” as defined in FINRA Rule 5110(i)(15), (a “Participating Member”), with respect to the Offering, within
the 180-day period prior to the initial filing of the Registration Statement, other than any prior payments to the Representatives in
connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly,
to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom
securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement
has any relationship or affiliation or association with any Participating Member. Except with respect to the Representatives in connection
with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement
or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission,
which arrangement or agreement provides for the receipt of any “underwriting compensation” as defined in FINRA Rule 5110,
by any Participating Member.

 15

 2.17.3 FINRA Affiliation .
Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether
debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect
affiliation or association with any Participating Member (as defined in accordance with the rules and regulations of FINRA). The Company
will advise the Representatives and K&E if it learns that any officer or director or any direct or indirect beneficial owner (including
the Insiders) is or becomes an affiliate or associated person of a Participating Member

 2.17.4 Share Ownership .
Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no officer or director
or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an
owner of shares or other securities of any Participating Member (other than securities purchased on the open market).

 2.17.5 Loans .
To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class
of the Company’s unregistered securities has made a subordinated loan to any Participating Member in the Offering.

 2.17.6 Proceeds of
the Offering . Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Warrants,
will be paid to any Participating Member, except as specifically authorized herein.

 2.17.7 Conflicts of
Interest . To the Company’s knowledge, assuming reasonable inquiry, no Participating Member
in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when
a Participating Member and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s
outstanding common equity or 10% or more of the Company’s preferred equity.

 2.18 Taxes .

 2.18.1 There
are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery
of this Agreement or the issuance or sale by the Company of the Public Securities.

 2.18.2 The
Company has filed all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the
date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as
due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it,
to the extent that any of the foregoing is due and payable. In the case of each of the foregoing, except where the failure to file or
pay, as applicable, would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial
statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for
all current or prior periods as to which the tax liability of the Company has not been finally determined.

 16

 2.19 Foreign
Corrupt Practices Act; Anti-Money. Laundering; Patriot Act.

 2.19.1 Foreign Corrupt
Practices Act . Neither the Company nor to the Company’s knowledge, assuming reasonable
inquiry, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give
any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer,
supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in
a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i)
might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given
in the past, might have had a Material Adverse Effect; or (iii) if not continued in the future, might adversely affect the assets, business
or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient
to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

 2.19.2 Currency. and
Foreign Transactions Reporting Act . The operations of the Company are and have been conducted
at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including
the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering
statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

 2.19.3 Patriot Act .
Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act
of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

 2.20 Officers’
Certificate . Any certificate signed by any duly authorized officer of the Company in connection
with the Offering and delivered to the Representatives or to K&E shall be deemed a representation and warranty by the Company to
the Underwriters as to the matters covered thereby.

 2.21 Agreements
With Insiders.

 2.21.1 Insider Letter .
The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any
indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration
Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters.
Section 7 of the Insider Letter (relating to the lock-up) shall not be amended, modified or otherwise changed without the prior written
consent of the Representatives, which consent shall not be unreasonably delayed, conditioned or withheld by the Representatives.

 17

 2.21.2 Sponsor Purchase
Agreement . The Company and the Sponsor have executed and delivered a Private Placement
Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase
Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date and on the Option Closing Date, if
any, consummate the purchase of and deliver the purchase price for the Private Placement Warrants to be sold to the Sponsor as provided
in the Sponsor Purchase Agreement. Pursuant to the Insider Letter, the Sponsor has waived any and all rights and claims it may have to
any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Warrants. Certain proceeds from
the sale of the Private Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the
Trust Agreement on the Closing Date as provided for in the Sponsor Purchase Agreement.

 2.21.3 Underwriters
Purchase Agreement . The Company and the Underwriters have executed and delivered a Private
Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriters
Purchase Agreement,” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant
to which the Underwriters will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase
of and deliver the purchase price for the Private Placement Warrants to be sold to the Underwriters as provided in the Underwriters Purchase
Agreement. Certain proceeds from the sale of the Private Placement Warrants will be deposited by the Company in the Trust Account in
accordance with the terms of the Trust Agreement on the Closing Date and on the Option Closing Date, if any, as provided for in the Underwriters
Purchase Agreement.

 2.21.4 Administrative
Services . The Company and the Sponsor have entered into an agreement (“Services
Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which an affiliate of
the Sponsor will make available to the Company office space, utilities, and secretarial and administrative support for $20,000 per month,
and the Company will reimburse the Sponsor for any reasonable and documented out-of-pocket expenses related to identifying, investigating
and completing a Business Combination. Upon completion of the Business Combination, the Company will cease paying such monthly fees.

 2.21.5 Registration
Rights Agreement . The Company, the Sponsor and the Underwriters have entered into a Registration
Rights Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration
Statement, whereby such parties will be entitled to certain registration rights with respect to the securities they hold or may hold,
as set forth in such Registration Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus.

 2.21.6 Loans .
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant
to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any
interest and are repayable by the Company on the earlier of June 30, 2026 and the consummation of the Offering.

 18

 2.22 Investment Management
Trust Agreement . The Company has entered into the Trust Agreement with respect to certain
proceeds of the Offering and the Warrant Private Placement substantially in the form annexed as an exhibit to the Registration Statement.

 2.23 Warrant Agreement .
The Company has entered into a warrant agreement with respect to the Warrants with Efficiency substantially in the form filed as an exhibit
to the Registration Statement (the “ Warrant Agreement ” ).

 2.24 No Existing
Non-Competition Agreements . To the Company’s knowledge, no Insider is subject to
any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability
to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

 2.25 Investments .
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “government securities” (as defined in Section 2(a)(l6) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

 2.26 Investment Company .
Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the
net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.

 2.27 Subsidiaries .
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.

 2.28 Related Party
Transactions . No relationship, direct or indirect, exists between or among the Company, on the
one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the
Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company.

 2.29 No Influence .
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully
influencing (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.

 19

 2.30 Sarbanes-Oxley .
The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended
 (“Sarbanes-Oxley”), and the rules and regulations promulgated thereunder and related or similar rules or regulations
promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

 2.31 Distribution
of Offering Material by the Company . The Company has not distributed and will not distribute,
prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with
the offering and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

 2.32 The Nasdaq Global
Market . The Public Securities have been authorized for listing, subject to official notice
of issuance and evidence of satisfactory distribution, on the Nasdaq Global Market and the Company knows of no reason or set of facts
that is likely to adversely affect such authorization.

 2.33 Board of Directors .
As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As
of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley and the
rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.

 2.34 Emerging Growth
Company . From its formation through the date hereof, the Company has been and is an “emerging
growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

 2.35 No Disqualification
Events . Neither the Company, nor any of its predecessors or any affiliated issuer, nor
any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more
of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
is defined in Rule 405 under the Act) connected with the Company in any capacity at the Time of Sale (each, a “Company Covered
Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule
506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.

 20

 2.36 Free-Writing
Prospectus and Testing-the-Waters . The Company has not made any offer relating to the
Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise
constitute a “free writing prospectus” as defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters
Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional
buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 50l(a)
of Regulation D under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers
and the Representatives and individuals engaged by the Representatives. The Company has not distributed any written Testing-the-Waters
Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or
written communication with potential investors undertaken in reliance on Section 5(d) of the Act.

 2.37 No Fee Arrangements .
As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated
to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating a Business
Combination.

 3. Covenants of the
Company . The Company covenants and agrees as follows:

 3.1 Amendments to
Registration Statement . The Company will deliver to the Representatives, prior to filing,
any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the
Effective Date and the Company shall not file any such amendment or supplement to which the Representatives reasonably objects in writing.

 3.2 Federal
Securities Laws.

 3.2.1 Compliance .
During the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts
to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance
with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company
or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the
Act, the Company will notify the Representatives promptly and prepare and file with the Commission, subject to Section 3.1 hereof,
an appropriate amendment or supplement in accordance with Section 10 of the Act.

 21

 3.2.2 Filing of Final
Prospectus . The Company will file the Prospectus (in form and substance satisfactory to
the Underwriters) with the Commission pursuant to the requirements of Rule 424 of the Regulations.

 3.2.3 Exchange Act
Registration . The Company will use its commercially reasonable efforts to maintain the
registration of the Ordinary Shares (and Warrants prior to consummation of the Business Combination) under the provisions of the Exchange
Act (except in connection with a going-private transaction) for a period of five (5) years from the Effective Date, or until the Company
is required to be liquidated or is acquired, if earlier. The Company will not deregister the Ordinary Shares (and Warrants prior to consummation
of the Business Combination) under the Exchange Act (except in connection with a going private transaction after the completion of a
Business Combination) without the prior written consent of the Representatives.

 3.2.4 Exchange Act
Filings . From the Effective Date until the earlier of the Company’s initial Business
Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering,
Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered
under Section 12(b) of the Exchange Act.

 3.2.5 Sarbanes-Oxley.
Compliance . As soon as it is legally required to do so, the Company shall take all actions
necessary to obtain and thereafter maintain material compliance with each applicable provision of Sarbanes-Oxley and the rules and regulations
promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or
agency with jurisdiction over the Company.

 3.3 Free-Writing
Prospectus . The Company agrees that it will not make any offer relating to the Public
Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute
a “free writing prospectus” as defined in Rule 405 under the Act, without the prior consent of the Underwriters.

 3.4 Delivery to Underwriters
of Prospectuses . The Company will deliver to the Underwriters, without charge and from
time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each of the Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration
Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed
Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or
incorporated therein by reference and all manually executed consents of certified experts.

 22

 3.5 Effectiveness
and Events Requiring Notice to the Representatives . The Company will use its commercially
reasonable efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately and confirm
the notice in writing (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or
suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that
purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that
purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or
Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening
of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement
or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make
the statements therein, and in the light of the circumstances under which they were made, not misleading. If the Commission or any foreign
or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable
effort to obtain promptly the lifting of such order.

 3.6 Affiliated
Transactions.

 3.6.1 Business Combinations .
In the event the Company seeks to consummate a Business Combination with any entity that is affiliated with any Insider, the Company,
or a committee of its independent directors, shall obtain an opinion from an independent investment banking firm that is a member of
FINRA, or from an independent accounting firm, that the Business Combination is fair to the Company from a financial point of view.

 3.6.2 Compensation
to Insiders . Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus
or the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company,
for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.

 3.7 [Reserved.]

 3.8 Reports to the
Representatives . For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representatives and
their counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Underwriters (i) a copy of each periodic report the Company shall
be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company
or its affairs that was released by the Company, (iii) a copy of each Current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4
received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under
the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of
the Company as the Representatives may from time to time reasonably request; provided the Representatives shall sign, if requested by
the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representatives and their counsel
in connection with the Representatives’ receipt of such information. Documents filed or furnished with the Commission pursuant
to its EDGAR system shall be deemed to have been delivered to the Representatives pursuant to this Section 3.8 .

 23

 3.9 Transfer Agent .
For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain a transfer agent acceptable to the Representatives. Efficiency is acceptable to the Representatives. Until the
consummation of the Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company
shall retain a warrant agent.

 3.10 Payment of Expenses .
The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing
Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited
to (i) the Company’s legal and accounting fees and disbursements; (ii) the preparation, printing, filing, mailing and delivery
(including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and
related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters; (iii) fees incurred in connection with conducting background checks of the Company’s
management team, up to a maximum of $3,000 per person; (iv) the preparation, printing, engraving, issuance and delivery of the Units,
the Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon; (v) filing fees incurred
in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters (such legal fees not to exceed $15,000)
in connection therewith and including, without limitation, fees associated with qualifying the Offering under the “Blue Sky”
laws of any states specified by the Representatives; (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq Global
Market or such other stock exchanges as the Company and the Underwriters together determine; (vii) all fees and disbursements of the
transfer and warrant agent; (viii) all of the Company’s expenses associated with “due diligence” and “road show”
meetings arranged by the Representatives and any presentations made available by way of a net roadshow, including without limitation,
trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such
trips incurred by the Company or such management; and (ix) all other documented out-of-pocket costs and expenses customarily borne by
an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section
3.10 , provided that the expenses paid on behalf of or reimbursed to the Underwriters shall not exceed $50,000 in the aggregate (inclusive
of legal fees of counsel to the Underwriters and those related to the review by FINRA). If the Offering is consummated, the Representatives
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall
be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid by the Company to the Representatives
and others.

 3.11 Application
of Net Proceeds . The Company will apply the net proceeds from the Offering and the Warrant Private
Placement received by it in a manner consistent in all material respects with the application described under the caption “Use
of Proceeds” in the Prospectus.

 24

 3.12 Delivery of
Earnings Statements to Security . Holders. The Company will make generally available to
its security holders as soon as practicable an earnings statement (which need not be certified by an independent registered public accounting
firm unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section ll(a) of the
Act) covering a period of at least twelve (12) consecutive months beginning after the Effective Date.

 3.13 Notice
to FINRA.

 3.13.1 Notice to the
Representatives . For a period of sixty (60) days after the date of the Prospectus, in
the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in
its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to
the Representatives prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements
governing such services, and (ii) justification as to why the person or entity providing the merger and acquisition services should not
be considered a Participating Member with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees
that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or
proxy statement which the Company will file with the Commission in connection with the Business Combination.

 3.13.2 FINRA .
The Company shall advise the Representatives if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or
associated person of a Participating Member.

 3.13.3 Broker/Dealer .
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.

 3.14 Stabilization .
Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representatives)
has taken, and the Company will not take, and has directed its employees, directors or shareholders to not take, directly or indirectly,
any action without the consent of the Representatives that is designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Units.

 3.15 Existing Lock-Up
Agreement . The Company will use its reasonable best efforts to enforce all existing agreements
between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the
Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer
restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration
of the periods contemplated in such agreements.

 25

 3.16 Payment of Deferred
Underwriting Commission on Business Combination . Upon the occurrence of the Specified
Event, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account
to the Underwriters, in accordance with Section 1.3 . The Underwriters shall have no claim to (a) any funds in the Trust Account
reserved by the Company and the Trustee for honoring redemption rights of the Public Shareholders or (b) any payment of any interest
earned on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.

 3.17 Internal Controls .
The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions
are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in
order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to
assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 3.18 Accounting Firm .
Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company
is required to be liquidated, the Company shall retain Withum or another independent registered public accounting firm.

 3.19 Form 8-K .
The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet
of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the
proceeds of the Offering and the Warrant Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file
a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly
after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and to the extent not reflected in the
Current Report on Form 8-K referenced in the immediately preceding sentence, the Company shall file with the Commission a Current Report
on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.

 3.20 Corporate Proceedings .
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been effected, except where the failure to do so would not have a Material Adverse Effect.

 3.21 Investment Company .
The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust
Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject to the
Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than
that of investing, reinvesting, owning, holding or trading securities.

 3.22 Amendments to
Charter Documents . The Company covenants and agrees, that prior to its initial Business
Combination, it will not seek to amend or modify its Charter Documents, except in accordance with the procedures set forth therein.

 26

 3.23 Press Releases .
The Company agrees that it will not issue press releases or engage in any other publicity relating to the Offering or which includes
the name of any Underwriter, without the Representatives’ prior written consent (not to be unreasonably withheld), for a period
of twenty-five (25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing
any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall
require the prior written consent of such Underwriter.

 3.24 Insurance .
Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company
is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation,
insurance covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including,
without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities
laws).

 3.25 Electronic Prospectus .
The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later
than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection
with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment
or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to
the Representatives, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least
the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same
information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot
be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair
and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible
into a paper format or an electronic format, satisfactory to the Representatives, that will allow recipients thereof to store and have
continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription
to the Internet as a whole and for on-line time).

 3.26 Warrant Private
Placement Proceeds . On or prior to the Closing Date, the Company shall have caused the
applicable proceeds from the Warrant Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase Agreements.

 3.27 Future Financings .
The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt
financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any
rights in or claims against the Trust Account.

 3.28 Amendments to
Certain Agreements . The Company shall not amend, modify or otherwise change Section 7
of the Insider Letter (with respect to lock-ups) and Section 1(i) of the Trust Agreement (with respect to disbursement from the Trust
Account upon the closing of the Business Combination) without the prior written consent of the Representatives, which such consent shall
not be unreasonably delayed, conditioned or withheld by the Representatives. The Trust Agreement shall provide that the Trustee is required
to obtain a joint written instruction signed by both the Company and the Representatives with respect to the transfer of the funds held
in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with
the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without
the prior written consent of the Representatives.

 27

 3.29 Maintenance
of Listing on Nasdaq . Until the consummation of a Business Combination, the Company will
use its commercially reasonable efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange
acceptable to the Representatives.

 3.30 Reservation
of Shares . The Company will reserve and keep available that maximum number of its authorized
but unissued securities which are issuable (i) pursuant to the Warrants and the Placement Securities and (ii) upon conversion of the
Founder Shares.

 3.31 Notice of Disqualification
Events . The Company will notify the Underwriters in writing, prior to the Closing Date,
of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become
a Disqualification Event relating to any Company Covered Person.

 3.32 Reserved.

 3.33 Business Combination
Securities Disclosure Documents . If any Underwriter that performs any marketing, capital
markets advisory or securities placement activities in connection with a Business Combination at the request of the Company pursuant
to a separate agreement between such Underwriter and the Company (such Underwriter, a “Business Combination Advisor”)
 may be deemed, in its sole judgment, to be an underwriter of any securities issued pursuant to any registration statement or tender
offer document filed with the Commission in connection with the consummation of the Business Combination by the Company, a Target Business
or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and any
such securities, the “Business Combination Securities”), the Company shall use its commercially reasonable efforts
to provide or cause to be provided to such Business Combination Advisor information and access to all persons, properties and documents
to the extent necessary for such Business Combination Advisor to complete a due diligence investigation sufficient (in the view of such
Business Combination Advisor in its sole discretion) to provide such Business Combination Advisor with a “reasonable due diligence”
defense in respect of any claims that could be brought against an underwriter of the applicable Business Combination Securities under
federal and state securities laws, rules and regulations, including, without limitation, Section 11 of the Act. As used herein, the term
 “reasonable due diligence” means a reasonable investigation that provides the investigating person a reasonable ground
to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities, no registration
statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation,
any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, or any other
marketing document used by any Registrant, filed with or furnished by the Company to the Commission in connection with the Business Combination
but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act (each, a “Business Combination Securities
Disclosure Document”), in each case relating to such offer, issuance or distribution, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to provide
to such Business Combination Advisor notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other
form of public communication about the Business Combination reasonably in advance of such filing or public communication. The Company
further covenants that it will use its reasonable best efforts to ensure that any projections provided to such Business Combination Advisor
by any Registrant or prepared by any Registrant or any representative of such Registrant (a “Registrant Representative”)
 and contained in any Business Combination Securities Disclosure Document, in each case, at the time they were prepared, will have
been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.

 28

 3.34 Obligations
in Connection with Business Combination . If requested in writing by a Business Combination
Advisor, if it may be deemed, in its sole judgment, to be an underwriter of any Business Combination Securities, the following shall
apply:

 3.34.1 Prior
to entering into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such
Business Combination is consummated:

 (a) The
Company agrees to notify such Business Combination Advisor with respect to, and to permit such Business Combination Advisor, at its request,
to participate in, all diligence sessions with any Registrant or any Registrant Representative and all drafting sessions in respect of
any Business Combination Securities Disclosure Document.

 (b) The
Company shall use its commercially reasonable efforts to provide drafts of all Business Combination Securities Disclosure Documents to
such Business Combination Advisor and its legal counsel reasonably in advance of the filing by the Company (or, if such filing is to be
made by a Registrant other than the Company, any filing which is required to be approved by the Company) of any Business Combination Securities
Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities Disclosure Document
to any prospective investor, sufficient to allow such Business Combination Advisor and its legal counsel to request changes determined
by them to be reasonably necessary to such Business Combination Securities Disclosure Document before its filing or circulation. The Company
shall not permit the filing with or furnishing to the Commission of any Business Combination Securities Disclosure Document without the
consent of such Business Combination Advisor, which consent shall not unreasonably be withheld, delayed or conditioned.

 29

 3.34.2 Notwithstanding
any provision to the contrary herein, the Company agrees that such Business Combination Advisor shall have the right, in connection with
its reasonable due diligence under Section 3.33 , (i) to retain counsel and other consultants and experts as it may deem necessary
or desirable in connection with its reasonable due diligence under Section 3.34.1 (it being understood that the retention of any
such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company,
which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its commercially reasonable efforts to ensure that
each counsel to the Company and to any other Registrant provides customary legal opinions and negative assurance letters to such Business
Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the
date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to such Business Combination
Advisor, (iii) to use its commercially reasonable efforts to ensure that each accounting firm or firms that were retained by the Company
or by any other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure
Document provide customary “ comfort letters ” to such Business Combination Advisor dated as of (x) the date of
effectiveness of the Business Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business
Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by such Business
Combination Advisor.

 3.34.3 In
connection with the Business Combination, to the extent the Company retains an unaffiliated party (the “ Fairness Opinion
Provider ” ) to prepare a report and provide an opinion (the “ Fairness Opinion ” ) concerning
the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders, the Company
shall, pursuant to, and in accordance with, applicable law, disclose in reasonable detail in a Business Combination Securities Disclosure
Document the results of that report and, as necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness
Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary
and appropriate in connection with the preparation of its Fairness Opinion.

 3.34.4 Prior
to the consummation of the Business Combination, the Company shall use its commercially reasonable efforts to include in the definitive
agreement for the Business Combination (i) a covenant for the assignment and assumption, by the public entity resulting from the initial
Business Combination, of all of the Company ’ s obligations hereunder and (ii) that such Business Combination Advisor may rely
on the representations and warranties contained therein as if it were a party thereto. The Company shall use its commercially reasonable
efforts to ensure that each Target Business in the Business Combination agrees to deliver to such Business Combination Advisor a certificate
of an officer of such Target Business stating that to such officer ’ s knowledge the representations and warranties made by
the Target Business in the definitive agreement for the Business Combination are true and correct as of the date of such certificate,
subject to (i) a customary materiality standard, (ii) any applicable carve-out with reference to disclosure included in the Business Combination
Securities Disclosure Document and (iii) required adjustments for such representations and warranties that speak as of a specific date.
In addition, in connection with the Business Combination, the Company will, and will use its reasonable best efforts to cause each Registrant
to, comply in all material respects with (i) the obligations and covenants of the Company which relate to the period following the consummation
of the Business Combination set forth in Sections 3 and 5 of this Agreement and (ii) all laws, rules and regulations applicable either
to the Registrant and its business activities or to the Business Combination, as such laws, rules and regulations may be in effect at
the time of the consummation of the Business Combination.

 30

 3.34.5 Nothing
herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their
express agreement or otherwise to assume any liability other than as may be expressly required under the Act.

 3.34.6 The
Company acknowledges and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters to take any
action, including by serving as a Business Combination Advisor, or to refrain from taking any action, in connection with the Business
Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion.

 4. Conditions of Underwriters’
Obligations . The obligations of the Underwriters to purchase and pay for the Units, as
provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance in all material respects by the Company of its obligations hereunder and
to the following conditions:

 4.1 Regulatory
Matters.

 4.1.1 Effectiveness
of Registration Statement . The Registration Statement shall have become effective not
later than 4:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by
the Representatives, and, at each of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated
by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable
satisfaction of the Representatives and K&E.

 4.1.2 FINRA Clearance .
By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangement and
amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

 4.1.3 No Blue Sky Stop
Orders . No order suspending the sale of the Units in any jurisdiction designated by the
Underwriters pursuant to Section 3.5 hereof shall have been issued on each of the Closing Date or any Option Closing Date, and
no proceedings for that purpose shall have been instituted or, to the Company’s knowledge, shall be contemplated.

 4.1.4 No Commission
Stop Order . At the Closing Date and each Option Closing Date, the Commission has not issued
any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part
thereof, and has not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings
with respect to such an order.

 4.1.5 Approval of Listing
on Nasdaq . The Securities shall have been approved for listing on the Nasdaq Global Market,
subject to official notice of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided
to the Representatives.

 31

 4.2 Company
Counsel Matters.

 4.2.1 Closing Date
and Operation Closing Date Opinions of Counsels . On the Closing Date and each Option Closing
Date, if any, the Representatives shall have received the favorable opinions and negative assurance statements of Pillsbury Winthrop
Shaw Pittman LLP and Maples and Calder (Cayman) LLP, dated the Closing Date or each Option Closing Date, as the case may be, addressed
to the Representatives as representative for the several Underwriters, and in form and substance reasonably satisfactory to the Representatives
and K&E. On the Closing Date and each Option Closing Date, the Representatives shall have received the favorable opinion and negative
assurance statement of K&E, dated the Closing Date, addressed to the Representatives as representative for the several Underwriters.

 4.2.2 Reliance .
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Representatives’ counsel if requested.

 4.3 Comfort Letter .
At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representatives shall have received
a letter, addressed to the Representatives as representatives for the several Underwriters and in form and substance satisfactory in
all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the
Representatives, from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date,
if any:

 4.3.1 Confirming
that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable
Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary
Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section
10A(g) of the Exchange Act;

 4.3.2 Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published
Regulations thereunder;

 32

 4.3.3 Stating
that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company
(with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes
of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other
employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come
to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting
requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent
with that of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus; or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the
case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders ’
equity of the Company as compared with amounts shown in the most recent balance sheet included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from
the most recent balance sheet included in the Registration Statement to a specified date not later than five (5) days prior to the Effective
Date, Closing Date or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per
Ordinary Share, in each case as compared with the corresponding period in the preceding year and as compared with the corresponding period
in the preceding quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and
the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;

 4.3.4 Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company se…

EX-3.1 · AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

EX-3.1
 3
 ea029389901ex3-1.htm
 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

 Exhibit 3.1

 THE COMPANIES ACT (AS REVISED)

 OF
THE CAYMAN ISLANDS

 COMPANY LIMITED BY SHARES

 AMENDED AND RESTATED

 MEMORANDUM AND
ARTICLES OF ASSOCIATION

 OF

 KEYSTONE ACQUISITION
CORP.

 (ADOPTED BY SPECIAL RESOLUTION DATED 2 JUNE
2026 AND EFFECTIVE ON 2 JUNE 2026)

 Filed: 03-Jun-2026 11:20 EST
 www.verify.gov.ky File#: 428693 Auth Code: C83788916593

 THE COMPANIES ACT (AS REVISED)

 OF THE CAYMAN ISLANDS

 COMPANY LIMITED BY SHARES

 AMENDED AND
RESTATED

 MEMORANDUM OF ASSOCIATION

 OF

 KEYSTONE ACQUISITION
CORP.

 (ADOPTED BY SPECIAL RESOLUTION DATED 2 JUNE
2026 AND EFFECTIVE ON 2 JUNE 2026)

 1 The name of the Company is Keystone Acquisition Corp.

 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

 3 The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the laws of the Cayman Islands.

 4 The liability of each Member is limited to the amount unpaid on such Member’s shares.

 5 The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par
value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par
value of US$0.0001 each.

 6 The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 7 Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of the Company.

 2 Filed: 03-Jun-2026 11:20 EST
 www.verify.gov.ky File#: 428693 Auth Code: C83788916593

 THE COMPANIES ACT (AS REVISED)

 OF THE CAYMAN ISLANDS

 COMPANY LIMITED BY SHARES

 AMENDED AND
RESTATED

 ARTICLES OF ASSOCIATION

 OF

 KEYSTONE ACQUISITION
CORP.

 (ADOPTED BY SPECIAL RESOLUTION DATED 2 JUNE
2026 AND EFFECTIVE ON 2 JUNE 2026)

 1 Interpretation

 1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context
inconsistent therewith:

 “Affiliate”
 in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

 “Applicable Law”
 means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

 “Articles”
 means these amended and restated articles of association of the Company.

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 “Audit Committee”
 means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 “Auditor”
 means the person for the time being performing the duties of auditor of the Company (if any).

 “Business Combination”
 means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on The NASDAQ Global Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

 “business day”
 means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

 “Cause”
 means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

 “Clearing House”
 means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

 “Class A Share”
 means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

 “Class B Share”
 means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

 “Company”
 means the above named company.

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 “Company’s Website”
 means the website of the Company and/or its web-address or domain name (if any).

 “Compensation Committee”
 means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 “Designated Stock Exchange”
 means any United States national securities exchange on which the securities of the Company are listed for trading, including The NASDAQ Global Market.

 “Deadline Date”
 has the meaning ascribed to it at Article 49.7.

 “Directors”
 means the directors for the time being of the Company.

 “Dividend”
 means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

 “Electronic Communication”
 means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

 “Electronic Record”
 has the same meaning as in the Electronic Transactions Act.

 “Electronic Transactions Act”
 means the Electronic Transactions Act (As Revised) of the Cayman Islands.

 “Equity-linked Securities”
 means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in connection with a Business Combination, including but not limited to a private placement of equity or debt.

 “Exchange Act”
 means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

 “Founders”
 means all Members immediately prior to the consummation of the IPO.

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 “ Independent Director ”
 has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

 “ IPO ”
 means the Company’s initial public offering of securities.

 “ Member ”
 has the same meaning as in the Statute.

 “ Memorandum ”
 means the amended and restated memorandum of association of the Company.

 “ Officer ”
 means a person appointed to hold an office in the Company.

 “ Ordinary Resolution ”
 means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

 “ Over-Allotment Option ”
 means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

 “ Preference Share ”
 means a preference share of a par value of US$0.0001 in the share capital of the Company.

 “ Public Share ”
 means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

 “ Redemption Notice ”
 means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

 “ Register of Members ”
 means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

 “ Registered Office ”
 means the registered office for the time being of the Company.

 “ Representative ”
 means a representative of the Underwriters.

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 “Seal”
 means the common seal of the Company and includes every duplicate seal.

 “Securities and Exchange Commission”
 means the United States Securities and Exchange Commission.

 “Share”
 means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

 “Special Resolution”
 subject to Articles 31.4 and 49.2 has the same meaning as in the Statute, and includes a unanimous written resolution.

 “Sponsor”
 means Keystone International Acquisition Management LLC, a Delaware limited liability company, and its successors or assigns.

 “Statute”
 means the Companies Act (As Revised) of the Cayman Islands.

 “Tax Filing Authorised Person”
 means such person as any Director shall designate from time to time, acting severally.

 “Treasury Share”
 means a Share held in the name of the Company as a treasury share in accordance with the Statute.

 “Trust Account”
 means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of the private placement of securities simultaneously with the closing date of the IPO or otherwise, will be deposited.

 “Underwriter”
 means an underwriter of the IPO from time to time and any successor underwriter.

 1.2 In the Articles:

 (a) words importing the singular number include the plural number and vice versa;

 (b) words importing the masculine gender include the feminine gender;

 (c) words importing persons include corporations as well as any other legal or natural person;

 (d) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in
the form of an Electronic Record;

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 (e) “shall” shall be construed as imperative and “may” shall be construed as permissive;

 (f) references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;

 (g) any phrase introduced by the terms “including”, “include”, “in particular”
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

 (h) the term “and/or” is used to mean both “and” as well as “or.” The use of
“and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in
others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require
the conjunctive (in each case, unless the context otherwise requires);

 (i) headings are inserted for reference only and shall be ignored in construing the Articles;

 (j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

 (k) any requirements as to execution or signature under the Articles including the execution of the Articles
themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

 (l) sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

 (m) the term “clear days” in relation to the period of a notice means that period excluding the
day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

 (n) the term “holder” in relation to a Share means a person whose name is entered in the Register
of Members as the holder of such Share.

 2 Commencement of Business

 2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors
shall see fit.

 2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in
or about the formation and establishment of the Company, including the expenses of registration.

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 3 Issue of Shares and other Securities

 3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company
in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any
existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with
or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return
of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the
Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of
Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion
set out in the Articles.

 3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company
on such terms as the Directors may from time to time determine.

 3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof
to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from
time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from
one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier
date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission and a
press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising
such units cannot be traded separately from one another.

 3.4 The Company shall not issue Shares to bearer.

 4 Register of Members

 4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

 4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in
accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which
shall constitute the branch register or registers, and to vary such determination from time to time.

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 5 Closing Register of Members or Fixing Record Date

 5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other
newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall
be closed for transfers for a stated period which shall not in any case exceed forty days.

 5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears
a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any
adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose.

 5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution,
the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or
other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment
thereof.

 6 Certificates for Shares

 6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued
with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise
identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled
and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares
shall have been surrendered and cancelled.

 6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

 6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may
prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

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 6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or
other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course
of delivery.

 6.5 Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable,
or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the
case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement
of a Share transfer with the Company.

 7 Transfer of Shares

 7.1 Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in
conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the
other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer
of such right, option, warrant or unit.

 7.2 The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the
transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or
transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the
Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee
is entered in the Register of Members.

 8 Redemption, Repurchase and Surrender of Shares

 8.1 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption
of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company, by
Ordinary Resolution, may determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:

 (a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof;

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 (b) Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration on a pro-rata
basis to the extent that the Over-Allotment Option is not exercised in full so that the Sponsor will own 25% of the Company’s issued Shares
after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and

 (c) Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof.

 8.2 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may
agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described
in the Article above shall not require further approval of the Members.

 8.3 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner
permitted by the Statute, including out of capital.

 8.4 The Directors may accept the surrender for no consideration of any fully paid Share.

 9 Treasury Shares

 9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a Treasury Share.

 9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they
think proper (including, without limitation, for nil consideration).

 10 Variation of Rights of Shares

 10.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different
 classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of
 that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of
 that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise,
 any such variation shall be made only
with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class (other than with respect to
a waiver of the provisions of the Class B Share Conversion Article hereof, which as stated therein shall only require the consent in writing
of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less
than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors
reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders
of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis
mutandis , except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued
Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

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 10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of
Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals
under consideration, but in any other case shall treat them as separate classes of Shares.

 10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied:

 (a) by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred
or other rights;

 (b) where the constitutional documents of the Company are amended or new constitutional documents of the Company
are adopted, in each case, as a result of the Company registering by way of continuation as a body corporate under the laws of any jurisdiction
outside the Cayman Islands; or

 (c) by the conversion of any Class B Shares pursuant to the Class B Ordinary Share Conversion Article.

 11 Commission on Sale of Shares

 The Company may, in so far as the
Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions
may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares
pay such brokerage as may be lawful.

 12 Non Recognition of Trusts

 The Company shall not be bound by
or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except
only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to
the entirety thereof in the holder.

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 13 Lien on Shares

 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered
in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether
presently payable or not) by such Member or their estate, either alone or jointly with any other person, whether a Member or not, but
the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of
a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend
to any amount payable in respect of that Share.

 13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a
lien, if a sum in respect of which the lien exists is presently payable, and is not paid within 14 clear days after notice has been received
or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy
of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

 13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the
holder of the Shares comprised in any such transfer, and they shall not be bound to see to the application of the purchase money, nor
shall their title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale
under the Articles.

 13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently
payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

 14 Call on Shares

 14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members
in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving
at least 14 clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount
called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to
be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent
transfer of the Shares in respect of which the call was made.

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 14.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.

 14.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

 14.4 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and
in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of
the interest or expenses wholly or in part.

 14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account
of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles
shall apply as if that amount had become due and payable by virtue of a call.

 14.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or
the interest to be paid.

 14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any
part of the monies uncalled and unpaid upon any Shares held by that Member, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

 14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of
a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment,
become payable.

 15 Forfeiture of Shares

 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may
give to the person from whom it is due not less than 14 clear days’ notice requiring payment of the amount unpaid together with any interest
which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment
is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable
to be forfeited.

 15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions
or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

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 15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the
Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise
some person to execute an instrument of transfer of the Share in favour of that person.

 15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall
surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by that person to the Company in respect of those Shares together with interest at such rate
as the Directors may determine, but that person’s liability shall cease if and when the Company shall have received payment in full of
all monies due and payable by them in respect of those Shares.

 15.5 A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on
a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The
certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom
the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall their
title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of
the Share.

 15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which,
by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium
as if it had been payable by virtue of a call duly made and notified.

 16 Transmission of Shares

 16.1 If a Member dies, the survivor or survivors (where they were a joint holder), or their legal personal
representatives (where they were a sole holder), shall be the only persons recognised by the Company as having any title to the deceased
Member’s Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which the Member
was a joint or sole holder.

 16.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect,
by a notice in writing sent by that person to the Company, either to become the holder of such Share or to have some person nominated
by them registered as the holder of such Share. If they elect to have another person registered as the holder of such Share they shall
sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have
the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member
before their death or bankruptcy or liquidation or dissolution, as the case may be.

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 16.3 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which they would be entitled if they were the holder of such Share. However, they shall not, before becoming a Member in respect of
a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and
the Directors may at any time give notice requiring any such person to elect either to be registered or to have some person nominated
by them registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or
dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within 90 days of being received
or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other
distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

 17 Class B Ordinary Share Conversion

 17.1 The rights attaching to the Class A Shares and Class B Shares shall rank pari
passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject
to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the
holder of a Class B Share shall have the conversion rights referred to in this Article.

 17.2 Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “ Initial
Conversion Ratio ”):

 (a) at any time and from time to time at the option of the holders thereof; or

 (b) in connection with the consummation of a Business Combination.

 17.3 Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other
Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to or in
connection with the closing of a Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares pursuant
to Article 17.2 will be adjusted so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the
aggregate, 25% of: (a) the total number of all Class A Shares in issue upon the completion of the IPO (including any Class A Shares issued
pursuant to the Over-Allotment Option and excluding the Class A Shares comprising part of the private placement warrants); plus (b) all
Class A Shares and Equity-linked Securities issued or deemed issued by the Company in connection with or in relation to the
consummation of a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business
Combination and any private placement-equivalent warrants issued to the Sponsor or any of its Affiliates or to the Company’s officers
and Directors upon the conversion of working capital loans made to the Company; minus (c) the number of Public Shares redeemed in connection
with a Business Combination, provided that such conversion of Class B Shares into Class A Shares shall never be less than the Initial
Conversion Ratio.

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 17.4 Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
Ratio in Article 17.3 may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities
by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as
a separate class in the manner provided in the Variation of Rights of Shares Article hereof.

 17.5 The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision,
exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange,
reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a
greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision,
combination or similar reclassification or recapitalisation of the Class B Shares in issue.

 17.6 Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number
of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class
A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall
be the total number of Class B Shares in issue at the time of conversion.

 17.7 References in this Article to “converted”, “conversion” or “exchange” shall
mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of
such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price
per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as
part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered
in the name of such Member or in such name as the Member may direct.

 17.8 Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into
Class A Shares at a ratio that is less than one-for-one.

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 18 Amendments of Memorandum and Articles of Association and Alteration of Capital

 18.1 The Company may by Ordinary Resolution:

 (a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may determine;

 (b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;

 (c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any
denomination;

 (d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital
into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

 (e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

 18.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject to
the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as
the Shares in the original share capital.

 18.3 Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be
dealt with by Ordinary Resolution and Article 31.4 and 49.2, the Company may by Special Resolution:

 (a) change its name;

 (b) alter or add to the Articles;

 (c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and

 (d) reduce its share capital or any capital redemption reserve fund.

 19 Offices and Places of Business

 Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered
Office, maintain such other offices or places of business as the Directors determine.

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 20 General Meetings

 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

 20.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general
meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall
be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.

 20.3 The Directors, the chief executive officer or the chairperson of the board of Directors may call general
meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.

 21 Notice of General Meetings

 21.1 At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the
place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be
given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general
meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of
the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

 (a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting;
and

 (b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right
to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

 21.2 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general
meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

 22 Advanced Notice for Business

 22.1 At each annual general meeting, the Members shall appoint the Directors then subject to appointment in
accordance with the procedures set forth in the Articles and subject to Applicable Law and the rules of the Designated Stock Exchange
or quotation system on which Shares may be then listed or quoted. At any such annual general meeting any other business properly brought
before the annual general meeting may be transacted.

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 22.2 To be properly brought before an annual general meeting, business (other than nominations of Directors,
which must be made in compliance with, and shall be exclusively governed by, Article 29) must be:

 (a) specified in the notice of the annual general meeting (or any supplement thereto) given to Members by
or at the direction of the Directors in accordance with the Articles;

 (b) otherwise properly brought before the annual general meeting by or at the direction of the Directors;
or

 (c) otherwise properly brought before the annual general meeting by a Member who:

 (i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time of the annual general meeting;

 (ii) is entitled to vote at such annual general meeting; and

 (iii) complies with the notice procedures set forth in this Article.

 22.3 For any such business to be properly brought before any annual general meeting pursuant to Article 22.2(c),
the Member must have given timely notice thereof in writing, either by personal delivery or express or registered mail (postage prepaid),
to the Company not earlier than the close of business on the 150th day and not later than the close of business on the 90th day prior
to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the
date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member’s
notice must be received by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual
general meeting; and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less than
100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event
shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence
a new time period or otherwise extend any time period for the giving of a Member’s notice as described herein.

 22.4 For such notice of other business shall set forth as to each matter the Member proposes to bring before
the annual general meeting:

 (a) a brief description of the business desired to be brought before the annual general meeting, the reasons
for conducting such business at the annual general meeting and the text of any proposal regarding such business (including the text of
any resolutions proposed for consideration and, if such business includes a proposal to amend the Articles, the text of the proposed amendment),
which shall not exceed 1,000 words;

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 (b) as to the Member giving notice and any beneficial owner on whose behalf the proposal is made:

 (i) the name and address of such Member (as it appears in the Register of Members) and such beneficial owner
on whose behalf the proposal is made;

 (ii) the class and number of Shares which are, directly or indirectly, owned beneficially or of record by any
such Member and by such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such
notice;

 (iii) a description of any agreement, arrangement or understanding (including, without limitation, any swap
or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement)
to which such Member or any such beneficial owner or their respective Affiliates is, directly or indirectly, a party as at the date of
such notice: (x) with respect to any Shares; or (y) the effect or intent of which is to mitigate loss to, manage the potential risk or
benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such Member or beneficial owner
or any of their Affiliates with respect to Shares or which may have payments based in whole or in part, directly or indirectly, on the
value (or change in value) of any Shares (any agreement, arrangement or understanding of a type described in this Article 22.4(b)(iii),
a “ Covered Arrangement ”); and

 (iv) a representation that the Member is a holder of record of Shares entitled to vote at such annual general
meeting and intends to appear in person or by proxy at the annual general meeting to propose such business;

 (c) a description of any direct or indirect material interest by security holdings or otherwise of the Member
and of any beneficial owner on whose behalf the proposal is made, or their respective Affiliates, in such business (whether by holdings
of securities, or by virtue of being a creditor or contractual counterparty of the Company or of a third party, or otherwise) and all
agreements, arrangements and understandings between such Member or any such beneficial owner or their respective Affiliates and any other
person or persons (naming such person or persons) in connection with the proposal of such business by such Member;

 (d) a representation whether the Member or the beneficial owner intends or is part of a Group which intends:

 (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Ordinary
Shares (or other Shares) required to approve or adopt the proposal; and/or

 (ii) otherwise to solicit proxies from Members in support of such proposal;

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 (e) an undertaking by the Member and any beneficial owner on whose behalf the proposal is made to:

 (i) notify the Company in writing of the information set forth in Articles 22.4(b)(ii), (b)(iii) and (c) above
as at the record date for the annual general meeting promptly (and, in any event, within five (5) business days) following the later of
the record date or the date notice of the record date is first disclosed by public announcement; and

 (ii) update such information thereafter within two (2) business days of any change in such information and,
in any event, as at close of business on the day preceding the meeting date; and

 (f) any other information relating to such Member, any such beneficial owner and their respective Affiliates
that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies
for, as applicable, such proposal pursuant to section 14 of the Exchange Act, to the same extent as if the Shares were registered under
the Exchange Act.

 22.5 Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the
proposal of any business pursuant to this Article, other than nominations for Directors which must be made in compliance with, and shall
be exclusively governed by Article 29, shall be deemed satisfied by a Member if such Member has submitted a proposal to the Company in
compliance with Rule 14a-8 of the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared
by the Company to solicit proxies for the annual general meeting; provided, that such Member shall have provided the information required
by Article 22.4; provided, further, that the information required by Article 22.4(b) may be satisfied by providing the information to
the Company required pursuant to Rule 14a-8(b) of the Exchange Act.

 22.6 Notwithstanding anything in the Articles to the contrary:

 (a) no other business brought by a Member (other than the nominations of Directors, which must be made in
compliance with, and shall be exclusively governed by Article 29) shall be conducted at any annual general meeting except in accordance
with the procedures set forth in this Article; and

 (b) unless otherwise required by Applicable Law and the rules of any applicable stock exchange or quotation
system on which Shares may be then listed or quoted, if a Member intending to bring business before an annual general meeting in accordance
with this Article does not: (x) timely provide the notifications contemplated by Article 22.4(e) above; or (y) timely appear in person
or by proxy at the annual general meeting to present the proposed business, such business shall not be transacted, notwithstanding that
proxies in respect of such business may have been received by the Company or any other person or entity.

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 22.7 Except as otherwise provided by Applicable Law or the Articles, the chairperson or co-chairperson of any
annual general meeting shall have the power and duty to determine whether any business proposed to be brought before an annual general
meeting was proposed in accordance with the foregoing procedures (including whether the Member solicited or did not so solicit, as the
case may be, proxies in support of such Member’s proposal in compliance with such Member’s representation as required by Article
22.4(d)) and if any business is not proposed in compliance with this Article, to declare that such defective proposal shall be disregarded.
The requirements of this Article shall apply to any business to be brought before an annual general meeting by a Member other than nominations
of Directors (which must be made in compliance with, and shall be exclusively governed by Article 29) and other than matters properly
brought under Rule 14a-8 of the Exchange Act. For purposes of the Articles, “public announcement” shall mean:

 (a) prior to the IPO, notice of the annual general meeting given to Members by or at the direction of the
Directors in accordance with the procedures set forth in the Articles; and

 (b) on and after the IPO, disclosure in a press release of the Company reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly filed or furnished by the Company with or to the United States Securities
Exchange Commission pursuant to section 13, 14 or 15(b) of the Exchange Act.

 22.8 Nothing in this Article shall be deemed to affect any rights of:

 (a) Members to request inclusion of proposals in the Company’s proxy statement pursuant to applicable
rules and regulations under the Exchange Act; or

 (b) the holders of any class of Preferred Shares, or any other class of Shares authorised to be issued by
the Company, to make proposals pursuant to any applicable provisions thereof.

 22.9 Notwithstanding the foregoing provisions of this Article, a Member shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article, if applicable.

 23 Proceedings at General Meetings

 23.1 No business shall be transacted at any general meeting unless a quorum is present. The holders of one-third
of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative
or proxy shall be a quorum.

 23.2 A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general
meeting in this manner is treated as presence in person at that meeting.

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 23.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on
behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations
or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had
been passed at a general meeting of the Company duly convened and held.

 23.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or
if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in
any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or
place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the meeting to commence, the Members present shall be a quorum.

 23.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person
to act as chairperson of a general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any,
of the board of Directors shall preside as chairperson at such general meeting. If there is no such chairperson, or if the person shall
not be present within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall
elect one of their number to be chairperson of the meeting.

 23.6 If no Director is willing to act as chairperson or if no Director is present within 15 minutes after the
time appointed for the meeting to commence, the Members present shall choose one of their number to be chairperson of the meeting.

 23.7 The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment took place.

 23.8 When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

 23.9 If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors,
in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place,
the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place,
day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members.
No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.

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 23.10 When a general meeting is postponed for 30 days or more, notice of the postponed meeting shall be given
as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms
submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting
which has already been postponed.

 23.11 A resolution put to the vote of the meeting shall be decided on a poll.

 23.12 A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the
resolution of the general meeting at which the poll was demanded.

 23.13 A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such date, time and place as the chairperson of the general meeting directs, and
any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

 23.14 In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.

 24 Votes of Members

 24.1 Subject to any rights or restrictions attached to any Shares, including as set out at Articles 31.4 and
49.2, every Member present in any such manner shall have one vote for every Share of which they are the holder.

 24.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by
proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted
to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members.

 24.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by their committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and
any such committee, receiver, curator bonis or other person may vote by proxy.

 24.4 No person shall be entitled to vote at any general meeting unless they are registered as a Member on the
record date for such meeting nor unless all calls or other monies then payable by them in respect of Shares have been paid.

 24.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned
general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection
made in due time in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.

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 24.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments
to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares
in respect of which each proxy is entitled to exercise the related votes.

 24.7 A Member holding more than one Share need not cast the votes in respect of their Shares in the same way
on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting
a Share or some or all of the Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or
more instruments may vote a Share or some or all of the Shares in respect of which they are appointed either for or against a resolution
and/or abstain from voting a Share or some or all of the Shares in respect of which they are appointed.

 25 Proxies

 25.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor
or of their attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of
its duly authorised representative. A proxy need not be a Member.

 25.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy
sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being
not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument
appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or
adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the
person named in the instrument proposes to vote.

 25.3 The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed
to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have
been duly deposited by the chairperson, shall be invalid.

 25.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors
may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

 25.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer
was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.

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 26 Corporate Members

 26.1 Any corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks
fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation which they represent as the corporation could exercise if it were an individual
Member.

 26.2 If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons
as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the
authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person
so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts
and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered
holder of such Shares held by the Clearing House (or its nominee(s)).

 27 Shares that May Not be Voted

 Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number
of outstanding Shares at any given time.

 28 Directors

 28.1 There shall be a board of Directors consisting of not less than one person provided however that the Company
may by Ordinary Resolution increase or reduce the limits in the number of Directors.

 28.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors
in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify
themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s
first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general
meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing
at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those
Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their
appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim
between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or
more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including
unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors
then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold
office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A
Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the
full term of the Director whose death, resignation or removal shall have created such vacancy and until their successor shall have been
appointed and qualified.

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 29 Nomination of Directors

 29.1 Subject to Article 31.1, nominations of persons for election as Directors may be made at an annual general
meeting only by:

 (a) the Directors; or

 (b) by any Member who:

 (i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time of
the annual general meeting;

 (ii) is entitled to vote for the appointments at such annual general meeting; and

 (iii) complies with the notice procedures set forth in this Article (notwithstanding anything to the contrary
set forth in the Articles, this Article 29.1(b) shall be the exclusive means for a Member to make nominations of persons for election
of Directors at an annual general meeting).

 29.2 Any Member entitled to vote for the elections may nominate a person or persons for election as
 Directors only if written notice of such Member’s intent to make such nomination is given in accordance with the procedures
 set forth in this Article, either by personal delivery or express or registered mail (postage prepaid), to the Company not earlier
 than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year
 anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the
 annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member’s notice
 must be received by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual
 general meeting; and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less
 than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In
 no event shall the public announcement of an adjournment or postponement of an annual general
meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of a Member’s
notice as described herein. Members may nominate a person or persons (as the case may be) for election to the Directors only as provided
in this Article and only for such class(es) as are specified in the notice of annual general meeting as being up for election at such
annual general meeting.

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 29.3 Each such notice of a Member’s intent to make a nomination of a Director shall set forth:

 (a) as to the Member giving notice and any beneficial owner on whose behalf the nomination is made:

 (i) the name and address of such Member (as it appears in the Register of Members) and any such beneficial
owner on whose behalf the nomination is made;

 (ii) the class and number of Shares which are, directly or indirectly, owned beneficially and of record by
such Member and any such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such
notice;

 (iii) a description of any Covered Arrangement to which such Member or beneficial owner, or their respective
Affiliates, directly or indirectly, is a party as at the date of such notice;

 (iv) any other information relating to such Member and any such beneficial owner that would be required to
be disclosed in a proxy statement in connection with a solicitation of proxies for the election of Directors in a contested election pursuant
to section 14 of the Exchange Act; and

 (v) a representation that the Member is a holder of record of Shares entitled to vote at such annual general
meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in such Member’s
notice;

 (b) a description of all arrangements or understandings between the Member or any beneficial owner, or their
respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the Member;

 (c) a representation whether the Member or the beneficial owner is or intends to be part of a Group which
intends:

 (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Ordinary
Shares (or other Shares) required to elect the Director or Directors nominated; and/or

 (ii) otherwise
 to solicit proxies from Members in support of such nomination or nominations;

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 (d) as
 to each person whom the Member proposes to nominate for election or re-election as a Director:

 (i) all
 information relating to such person as would have been required to be included in a proxy
 statement filed in connection with a solicitation of proxies for the election of Directors
 in a contested election pursuant to section 14 of the Exchange Act;

 (ii) a
 description of any Covered Arrangement to which such nominee or any of their Affiliates is
 a party as at the date of such notice

 (iii) the
 written consent of each nominee to being named in the proxy statement as a nominee and to
 serving as a Director if so elected; and

 (iv) whether,
 if elected, the nominee intends to tender any advance resignation notice(s) requested by
 the Directors in connection with subsequent elections, such advance resignation to be contingent
 upon the nominee’s failure to receive a majority vote and acceptance of such resignation
 by the Directors; and

 (e) an
 undertaking by the Member of record and each beneficial owner, if any, to (i) notify the
 Company in writing of the information set forth in Articles 29.3(a)(ii), (a)(iii), (b) and
 (d) above as at the record date for the annual general meeting promptly (and, in any event,
 within five (5) business days) following the later of the record date or the date notice
 of the record date is first disclosed by public announcement and (ii) update such information
 thereafter within two (2) business days of any change in such information and, in any event,
 as at close of business on the day preceding the meeting date.

 29.4 No
 person shall be eligible for election as a Director unless nominated in accordance with the
 procedures set forth in the Articles. Except as otherwise provided by Applicable Law or the
 Articles, the chairperson or co-chairperson of any annual general meeting to elect Directors
 or the Directors may, if the facts warrant, determine that a nomination was not made in compliance
 with the foregoing procedure or if the Member solicits proxies in support of such Member’s
 nominee(s) without such Member having made the representation required by Article 29.3(c);
 and if the chairperson, co-chairperson or the Directors should so determine, it shall be
 so declared to the annual general meeting, and the defective nomination shall be disregarded.
 Notwithstanding anything in the Articles to the contrary, unless otherwise required by Applicable
 Law or the rules of the Designated Stock Exchange or quotation system on which Shares may
 be then listed or quoted, if a Member intending to make a nomination at an annual general
 meeting in accordance with this Article does not:

 (a) timely
 provide the notifications contemplated by of Article 29.3(e); or

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 (b) timely
 appear in person or by proxy at the annual general meeting to present the nomination, such
 nomination shall be disregarded, notwithstanding that proxies in respect of such nomination
 may have been received by the Company or any other person or entity.

 29.5 Notwithstanding
 the foregoing provisions of this Article, any Member intending to make a nomination at an
 annual general meeting in accordance with this Article, and each related beneficial owner,
 if any, shall also comply with all requirements of the Exchange Act and the rules and regulations
 thereunder applicable to the same extent as if the Shares were registered under the Exchange
 Act with respect to the matters set forth in the Articles; provided, however, that any references
 in the Articles to the Exchange Act are not intended to and shall not limit the requirements
 applicable to nominations made or intended to be made in accordance with Article 29.1(b).

 29.6 Nothing
 in this Article shall be deemed to affect any rights of the holders of any class of Preferred
 Shares, or any other class of Shares authorised to be issued by the Company, to appoint Directors
 pursuant to the terms thereof.

 29.7 To
 be eligible to be a nominee for election or re-election as a Director pursuant to Article
 29.1(b), a person must deliver (not later than the deadline prescribed for delivery of notice)
 to the Company a written questionnaire prepared by the Company with respect to the background
 and qualification of such person and the background of any other person or entity on whose
 behalf the nomination is being made (which questionnaire shall be provided by the Company
 upon written request) and a written representation and agreement (in the form provided by
 the Company upon written request) that such person:

 (a) is
 not and will not become a party to:

 (i) any
 agreement, arrangement or understanding with, and has not given any commitment or assurance
 to, any person or entity as to how such person, if elected as a Director, will act or vote
 on any issue or question (a “Voting Commitment”) that has not been disclosed
 to the Company; or

 (ii) any
 Voting Commitment that could limit or interfere with such person’s ability to comply,
 if elected as a Director, with such person’s duties under Applicable Law;

 (b) is
 not and will not become a party to any agreement, arrangement or understanding with any person
 or entity other than the Company with respect to any direct or indirect compensation, reimbursement
 or indemnification in connection with service or action as a Director that has not been disclosed
 therein;

 (c) in
 such person’s individual capacity and on behalf of any person or entity on whose behalf
 the nomination is being made, would be in compliance, if elected as a Director, and will
 comply with, Applicable Law and corporate governance, conflict of interest, confidentiality
 and share ownership and trading policies and guidelines of the Company that are applicable
 to Directors generally; and

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 (d) if
 elected as a Director, will act in the best interests of the Company and not in the interest
 of any individual constituency. The Company may require any proposed nominee to furnish such
 other information as may reasonably be required by the Company to determine the eligibility
 of such proposed nominee to serve as an independent Director or that could be material to
 a reasonable Member’s understanding of the independence, or lack thereof, of such nominee.

 29.8 At
 the request of the Directors, any person nominated for election as a Director shall furnish
 to the Company the information that is required to be set forth in a Members’ notice
 of nomination pursuant to this Article.

 29.9 Any
 Member proposing to nominate a person or persons for election as Director shall be responsible
 for, and bear the costs associated with, soliciting votes from any other voting Member and
 distributing materials to such Members prior to the annual general meeting in accordance
 with the Articles and applicable rules of the United States Securities Exchange Commission.
 A Member shall include any person or persons such Member intends to nominate for election
 as Director in its own proxy statement and proxy card.

 30 Powers
 of Directors

 30.1 Subject
 to the provisions of the Statute, the Memorandum and the Articles and to any directions given
 by Special Resolution, the business of the Company shall be managed by the Directors who
 may exercise all the powers of the Company. No alteration of the Memorandum or Articles and
 no such direction shall invalidate any prior act of the Directors which would have been valid
 if that alteration had not been made or that direction had not been given. A duly convened
 meeting of Directors at which a quorum is present may exercise all powers exercisable by
 the Directors.

 30.2 All
 cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable
 instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted,
 endorsed or otherwise executed as the case may be in such manner as the Directors shall determine
 by resolution.

 30.3 The
 Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
 to any Director who has held any other salaried office or place of profit with the Company
 or to their surviving spouse, civil partner or dependants and may make contributions to any
 fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 30.4 The
 Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
 its undertaking, property and assets (present and future) and uncalled capital or any part
 thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities
 whether outright or as security for any debt, liability or obligation of the Company or of
 any third party.

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 31 Appointment
 and Removal of Directors

 31.1 The
 Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary
 Resolution remove any Director, provided that prior to the consummation of a Business Combination
 and for so long as there are Class B Shares in issue, only the holders of the Class B Shares
 shall be entitled to vote on any such Ordinary Resolution. For the avoidance of doubt, prior
 to the consummation of a Business Combination, if there are any Class B Shares in issue holders
 of Class A Shares shall have no right to vote on the appointment or removal of any Director.

 31.2 The
 Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
 Director provided that the appointment does not cause the number of Directors to exceed any
 number fixed by or in accordance with the Articles as the maximum number of Directors.

 31.3 After
 the consummation of a Business Combination, the Company may by Ordinary Resolution appoint
 any person to be a Director or may by Ordinary Resolution remove any Director.

 31.4 Prior
 to the consummation of a Business Combination, Article 31.1 may only be amended by a Special
 Resolution passed by at least 90% of such Members as, being entitled to do so, vote in person
 or, where proxies are allowed, by proxy at a general meeting of which notice specifying the
 intention to propose the resolution as a special resolution has been given, or by way of unanimous
 written resolution.

 32 Vacation
 of Office of Director

 The
office of a Director shall be vacated if:

 (a) the
 Director gives notice in writing to the Company that they resign the office of Director;
 or

 (b) the
 Director is absent (for the avoidance of doubt, without being represented by proxy) from
 three consecutive meetings of the board of Directors without special leave of absence from
 the Directors, and the Directors pass a resolution that they have by reason of such absence
 vacated office; or

 (c) the
 Director dies, becomes bankrupt or makes any arrangement or composition with their creditors
 generally; or

 (d) the
 Director is found to be or becomes of unsound mind; or

 (e) all
 of the other Directors (being not less than two in number) determine that the Director should
 be removed as a Director, either by a resolution passed by all of the other Directors at
 a meeting of the Directors duly convened and held in accordance with the Articles or by a
 resolution in writing signed by all of the other Directors.

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 33 Proceedings
 of Directors

 33.1 The
 quorum for the transaction of the business of the Directors may be fixed by the Directors,
 and unless so fixed shall be two if there are two or more Directors, and shall be one if
 there is only one Director.

 33.2 Subject
 to the provisions of the Articles, the Directors may regulate their proceedings as they think
 fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of
 an equality of votes, the chairperson shall have a second or casting vote.

 33.3 A
 person may participate in a meeting of the Directors or any committee of Directors by conference
 telephone or other communications equipment by means of which all the persons participating
 in the meeting can communicate with each other at the same time. Participation by a person
 in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise
 determined by the Directors, the meeting shall be deemed to be held at the place where the
 chairperson is located at the start of the meeting.

 33.4 A
 resolution in writing (in one or more counterparts) signed by all the Directors or all the
 members of a committee of the Directors or, in the case of a resolution in writing relating
 to the removal of any Director or the vacation of office by any Director, all of the Directors
 other than the Director who is the subject of such resolution shall be as valid and effectual
 as if it had been passed at a meeting of the Directors, or committee of Directors as the
 case may be, duly convened and held.

 33.5 A
 Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors
 by at least two days’ notice in writing to every Director which notice shall set forth the general
 nature of the business to be considered unless notice is waived by all the Directors either
 at, before or after the meeting is held. To any such notice of a meeting of the Directors all
 the provisions of the Articles relating to the giving of notices by the Company to the Members
 shall apply mutatis mutandis.

 33.6 The
 continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
 any vacancy in their body, but if and so long as their number is reduced below the number
 fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing
 Directors or Director may act for the purpose of increasing the number of Directors to be
 equal to such fixed number, or of summoning a general meeting of the Company, but for no
 other purpose.

 33.7 The
 Directors may elect a chairperson of their board and determine the period for which they
 are to hold office; but if no such chairperson is elected, or if at any meeting the chairperson
 is not present within five minutes after the time appointed for the meeting to commence,
 the Directors present may choose one of their number to be chairperson of the meeting.

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 33.8 All
 acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
 that it is afterwards discovered that there was some defect in the appointment of any Director,
 and/or that they or any of them were disqualified, and/or had vacated their office and/or
 were not entitled to vote, be as valid as if every such person had been duly appointed and/or
 not disqualified to be a Director and/or had not vacated their office and/or had been entitled
 to vote, as the case may be.

 33.9 A
 Director may be represented at any meetings of the board of Directors by a proxy appointed
 in writing by that Director. The proxy shall count towards the quorum and the vote of the
 proxy shall for all purposes be deemed to be that of the appointing Director.

 34 Presumption
 of Assent

 A
Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have
assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written
dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favour of such action.

 35 Directors’
 Interests

 35.1 A
 Director may hold any other office or place of profit under the Company (other than the office
 of Auditor) in conjunction with their office of Director for such period and on such terms
 as to remuneration and otherwise as the Directors may determine.

 35.2 A
 Director may act on their own or by, through or on behalf of their firm in a professional
 capacity for the Company and they or their firm shall be entitled to remuneration for professional
 services as if they were not a Director.

 35.3 A
 Director may be or become a director or other officer of or otherwise interested in any company
 promoted by the Company or in which the Company may be interested as a shareholder, a contracting
 party or otherwise, and no such Director shall be accountable to the Company for any remuneration
 or other benefits received by them as a director or officer of, or from their interest in, such
 other company.

 35.4 No
 person shall be disqualified from the office of Director or prevented by such office from contracting
 with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any
 contract or transaction entered into by or on behalf of the Company in which any Director shall
 be in any way interested be or be liable to be avoided, nor shall any Director so contracting
 or being so interested be liable to account to the Company for any profit realised by or arising
 in connection with any such contract or transaction by reason of such Director holding office
 or of the fiduciary relationship thereby established. A Director shall be at liberty to vote
 in respect of any contract or transaction in which they are interested provided that the nature
 of the interest of any Director in any such contract or transaction shall be disclosed by them
 at or prior to its consideration and any vote thereon.

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 35.5 A
 general notice that a Director is a shareholder, director, officer or employee of any specified
 firm or company and is to be regarded as interested in any transaction with such firm or
 company shall be sufficient disclosure for the purposes of voting on a resolution in respect
 of a contract or transaction in which they have an interest, and after such general notice
 it shall not be necessary to give special notice relating to any particular transaction.

 36 Minutes

 The
Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors,
all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors,
including the names of the Directors present at each meeting.

 37 Delegation
 of Directors’ Powers

 37.1 The
 Directors may delegate any of their powers, authorities and discretions, including the power
 to sub-delegate, to any committee consisting of one or more Directors (including, without
 limitation, the Audit Committee and the Compensation Committee. Any such delegation may be
 made subject to any conditions the Directors may impose and either collaterally with or to
 the exclusion of their own powers and any such delegation may be revoked or altered by the
 Directors. Subject to any such conditions, the proceedings of a committee of Directors shall
 be governed by the Articles regulating the proceedings of Directors, so far as they are capable
 of applying.

 37.2 The
 Directors may establish any committees, local boards or agencies or appoint any person to
 be a manager or agent for managing the affairs of the Company and may appoint any person
 to be a member of such committees, local boards or agencies. Any such appointment may be
 made subject to any conditions the Directors may impose, and either collaterally with or
 to the exclusion of their own powers and any such appointment may be revoked or altered by
 the Directors. Subject to any such conditions, the proceedings of any such committee, local
 board or agency shall be governed by the Articles regulating the proceedings of Directors,
 so far as they are capable of applying.

 37.3 The
 Directors may adopt formal written charters for committees as may be required from time to
 time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
 Commission and/or any other competent regulatory authority or otherwise under Applicable
 Law. Each of these committees shall be empowered to do all things necessary to exercise the
 rights of such committee set forth in the Articles and shall have such powers as the Directors
 may delegate pursuant to the Articles and as required by the rules and regulations of the
 Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
 regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, and
 the Compensation Committee, if established, shall consist of such number of Directors as
 the Directors shall from time to time determine (or such minimum number as may be required
 from time to time by the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or otherwise under
 Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange,
 the Audit Committee and the Compensation Committee shall be made up of such number of Independent
 Directors as is required from time to time by the rules and regulations of the Designated
 Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
 authority or otherwise under Applicable Law.

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 37.4 The
 Directors may by power of attorney or otherwise appoint any person to be the agent of the
 Company on such conditions as the Directors may determine, provided that the delegation is
 not to the exclusion of their own powers and may be revoked by the Directors at any time.

 37.5 The
 Directors may by power of attorney or otherwise appoint any company, firm, person or body
 of persons, whether nominated directly or indirectly by the Directors, to be the attorney
 or authorised signatory of the Company for such purpose and with such powers, authorities
 and discretions (not exceeding those vested in or exercisable by the Directors under the
 Articles) and for such period and subject to such conditions as they may think fit, and any
 such powers of attorney or other appointment may contain such provisions for the protection
 and convenience of persons dealing with any such attorneys or authorised signatories as the
 Directors may think fit and may also authorise any such attorney or authorised signatory
 to delegate all or any of the powers, authorities and discretions vested in them.

 37.6 The
 Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
 and to perform such duties, and subject to such provisions as to disqualification and removal
 as the Directors may think fit. Unless otherwise specified in the terms of their appointment
 an Officer may be removed by resolution of the Directors or Members. An Officer may vacate
 their office at any time if they give notice in writing to the Company that they resign their
 office.

 38 No
 Minimum Shareholding

 The
Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding
qualification is fixed a Director is not required to hold Shares.

 39 Remuneration
 of Directors

 39.1 The
 remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
 shall determine, provided that no cash remuneration shall be paid to any Director by the
 Company prior to the consummation of a Business Combination. The Directors shall also, whether
 prior to or after the consummation of a Business Combination, be entitled to be paid all
 travelling, hotel and other expenses properly incurred by them in connection with their attendance
 at meetings of Directors or committees of Directors, or general meetings of the Company,
 or separate meetings of the holders of any class of Shares or debentures of the Company,
 or otherwise in connection with the business of the Company or the discharge of their duties
 as a Director, or to receive a fixed allowance in respect thereof as may be determined by
 the Directors, or a combination partly of one such method and partly the other.

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 39.2 The
 Directors may by resolution approve additional remuneration to any Director for any services
 which in the opinion of the Directors go beyond that Director’s ordinary routine work as
 a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the
 Company, or otherwise serves it in a professional capacity shall be in addition to their
 remuneration as a Director.

 40 Seal

 40.1 The
 Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
 authority of the Directors or of a committee of the Directors authorised by the Directors.
 Every instrument to which the Seal has been affixed shall be signed by at least one person
 who shall be either a Director or some Officer or other person appointed by the Directors
 for the purpose.

 40.2 The
 Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
 or Seals each of which shall be a facsimile of the common Seal of the Company and, if the
 Directors so determine, with the addition on its face of the name of every place where it
 is to be used.

 40.3 A
 Director or Officer, representative or attorney of the Company may without further authority
 of the Directors affix the Seal over their signature alone to any document of the Company
 required to be authenticated by them under seal or to be filed with the Registrar of Companies
 in the Cayman Islands or elsewhere wheresoever.

 41 Dividends,
 Distributions and Reserve

 41.1 Subject
 to the Statute and this Article and except as otherwise provided by the rights attached to
 any Shares, the Directors may resolve to pay Dividends and other distributions on Shares
 in issue and authorise payment of the Dividends or other distributions out of the funds of
 the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
 unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend
 specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution
 shall be paid except out of the realised or unrealised profits of the Company, out of the
 share premium account or as otherwise permitted by law.

 41.2 Except
 as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
 shall be paid according to the par value of the Shares that a Member holds. If any Share is
 issued on terms providing that it shall rank for Dividend as from a particular date, that Share
 shall rank for Dividend accordingly.

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 41.3 The
 Directors may deduct from any Dividend or other distribution payable to any Member all sums
 of money (if any) then payable by the Member to the Company on account of calls or otherwise.

 41.4 The
 Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
 distribution of specific assets and in particular (but without limitation) by the distribution
 of shares, debentures, or securities of any other company or in any one or more of such ways
 and where any difficulty arises in regard to such distribution, the Directors may settle the
 same as they think expedient and in particular may issue fractional Shares and may fix the value
 for distribution of such specific assets or any part thereof and may determine that cash payments
 shall be made to any Members upon the basis of the value so fixed in order to adjust the rights
 of all Members and may vest any such specific assets in trustees in such manner as may seem
 expedient to the Directors.

 41.5 Except
 as otherwise provided by the rights attached to any Shares, Dividends and other distributions
 may be paid in any currency. The Directors may determine the basis of conversion for any
 currency conversions that may be required and how any costs involved are to be met.

 41.6 The
 Directors may, before resolving to pay any Dividend or other distribution, set aside such sums
 as they think proper as a reserve or reserves which shall, at the discretion of the Directors,
 be applicable for any purpose of the Company and pending such application may, at the discretion
 of the Directors, be employed in the business of the Company.

 41.7 Any
 Dividend, other distribution, interest or other monies payable in cash in respect of Shares
 may be paid by wire transfer to the holder or by cheque or warrant sent through the post
 directed to the registered address of the holder or, in the case of joint holders, to the
 registered address of the holder who is first named on the Register of Members or to such
 person and to such address as such holder or joint holders may in writing direct. Every such
 cheque or warrant shall be made payable to the order of the person to whom it is sent. Any
 one of two or more joint holders may give effectual receipts for any Dividends, other distributions,
 bonuses, or other monies payable in respect of the Share held by them as joint holders.

 41.8 No
 Dividend or other distribution shall bear interest against the Company.

 41.9 Any
 Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
 after six months from the date on which such Dividend or other distribution becomes payable
 may, in the discretion of the Directors, be paid into a separate account in the Company’s
 name, provided that the Company shall not be constituted as a trustee in respect of that
 account and the Dividend or other distribution shall remain as a debt due to the Member.
 Any Dividend or other distribution which remains unclaimed after a period of six years from
 the date on which such Dividend or other distribution becomes payable shall be forfeited
 and shall revert to the Company.

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 41.10 Other
 than with respect to payments or distributions from the Trust Account, no Dividends or other
 distributions shall be payable on the Class A Shares unless approved by consent in writing
 of the holders of not less than two-thirds of the issued Class B Shares.

 42 Capitalisation

 The
Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the
share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise
available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such
Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the
Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby
the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person
to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters
incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the
Company.

 43 Books
 of Account

 43.1 The
 Directors shall cause proper books of account (including, where applicable, material underlying
 documentation including contracts and invoices) to be kept with respect to all sums of money
 received and expended by the Company and the matters in respect of which the receipt or expenditure
 takes place, all sales and purchases of goods by the Company and the assets and liabilities
 of the Company. Such books of account must be retained for a minimum period of five years
 from the date on which they are prepared. Proper books shall not be deemed to be kept if
 there are not kept such books of account as are necessary to give a true and fair view of
 the state of the Company’s affairs and to explain its transactions.

 43.2 The
 Directors shall determine whether and to what extent and at what times and places and under
 what conditions or regulations the accounts and books of the Company or any of them shall be
 open to the inspection of Members not being Directors and no Member (not being a Director) shall
 have any right of inspecting any account or book or document of the Company except as conferred
 by Statute or authorised by the Directors or by the Company in general meeting.

 43.3 The
 Directors may cause to be prepared and to be laid before the Company in general meeting profit
 and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts
 as may be required by law.

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 44 Audit

 44.1 The
 Directors may appoint an Auditor of the Company who shall hold office on such terms as the
 Directors determine.

 44.2 Without
 prejudice to the freedom of the Directors to establish any other committee, if the Shares (or
 depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if
 required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
 Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
 the Directors shall establish and maintain an Audit Committee as a committee of the Directors
 and shall adopt a formal written Audit Committee charter and review and assess the adequacy
 of the formal written charter on an annual basis. The composition and responsibilities of the
 Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange,
 the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
 under Applicable Law.

 44.3 If
 the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock
 Exchange, the Company shall conduct an appropriate review of all related party transactions
 on an ongoing basis and shall utilise the Audit Committee for the review and approval of
 potential conflicts of interest.

 44.4 The
 remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 44.5 If
 the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming
 incapable of acting by reason of illness or other disability at a time when their services are
 required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

 44.6 Every
 Auditor of the Company shall have a right of access at all times to the books and accounts
 and vouchers of the Company and shall be entitled to require from the Directors and Officers
 such information and explanation as may be necessary for the performance of the duties of
 the Auditor.

 44.7 Auditors
 shall, if so required by the Directors, make a report on the accounts of the Company during
 their tenure of office at the next annual general meeting following their appointment in
 the case of a company which is registered with the Registrar of Companies as an ordinary
 company, and at the next extraordinary general meeting following their appointment in the
 case of a company which is registered with the Registrar of Companies as an exempted company,
 and at any other time during their term of office, upon request of the Directors or any general
 meeting of the Members.

 44.8 At
 least one member of the Audit Committee shall be an “audit committee financial expert”
 as determined by the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or otherwise under
 Applicable Law. The “audit committee financial expert” shall have such past employment
 experience in finance or accounting, requisite professional certification in accounting,
 or any other comparable experience or background which results in the individual’s
 financial sophistication.

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 45 Notices

 45.1 Notices
 shall be in writing and may be given by the Company to any Member either personally or by
 sending it by courier, post, telex, fax or email to such Member or to such Member’s address
 as shown in the Register of Members (or where the notice is given by email by sending it
 to the email address provided by such Member). Notice may also be served by Electronic Communication
 in accordance with the rules and regulations of the Designated Stock Exchange, the Securities
 and Exchange Commission and/or any other competent regulatory authority or by placing it
 on the Company’s Website.

 45.2 Where
 a notice is sent by:

 (a) courier;
 service of the notice shall be deemed to be effected by delivery of the notice to a courier
 company, and shall be deemed to have been received on the third day (not including Saturdays
 or Sundays or public holidays) following the day on which the notice was delivered to the
 courier;

 (b) post;
 service of the notice shall be deemed to be effected by properly addressing, pre paying and
 posting a letter containing the notice, and shall be deemed to have been received on the
 fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following
 the day on which the notice was posted;

 (c) telex
 or fax; service of the notice shall be deemed to be effected by properly addressing and sending
 such notice and shall be deemed to have been received on the same day that it was transmitted;

 (d) email
 or other Electronic Communication; service of the notice shall be deemed to be effected by
 transmitting the email to the email address provided by the intended recipient and shall
 be deemed to have been received on the same day that it was sent, and it shall not be necessary
 for the receipt of the email to be acknowledged by the recipient; and

 (e) placing
 it on the Company’s Website; service of the notice shall be deemed to have been effected
 one hour after the notice or document was placed on the Company’s Website.

 45.3 A
 notice may be given by the Company to the person or persons which the Company has been advised
 are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in
 the same manner as other notices which are required to be given under the Articles and shall
 be addressed to them by name, or by the title of representatives of the deceased, or trustee
 of the bankrupt, or by any like description at the address su…