RMG ML Sports Holdings

EX-99.1 · PRESS RELEASE, DATED JUNE 9, 2026

EX-99.1
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 ea029444401ex99-1.htm
 PRESS RELEASE, DATED JUNE 9, 2026

 Exhibit 99.1

 RMG ML Sports Holdings
Announces the Pricing of $200 Million Initial Public Offering

 Incline Village, NV,
June 9, 2026 (GLOBE NEWSWIRE) – RMG ML Sports Holdings (the “Company”), a newly organized special purpose acquisition
company formed as a Cayman Islands exempted company and led by Chief Executive Officer, James Carpenter, and President and Chief Financial
Officer, Douglas Horlick, today announced the pricing of its initial public offering of 20,000,000 units at an offering price of $10.00
per unit, with each unit consisting of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary share
upon the consummation of the Company’s initial business combination. The units are expected to trade on the Global Market tier of
the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “SHOTU” beginning June 10, 2026. Once the securities
comprising the units begin separate trading, the ordinary shares and the rights are expected to be traded on Nasdaq under the symbols
“SHOT” and “SHOTR,” respectively.

 Santander is acting as
sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at
the initial public offering price to cover over-allotments, if any. The offering is expected to close on June 11, 2026 subject to customary
closing conditions.

 A registration statement
relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on June 9, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained
from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us,
by telephone at 833-818-1602, or by accessing the SEC’s website at www.sec.gov.

 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.

 About RMG ML Sports
Holdings

 RMG ML Sports Holdings
is a public acquisition vehicle and intends to target opportunities in the global sports industry and adjacent sectors including, but
not limited to, entertainment, eSports, gaming, music publishing and real estate development (focused on stadiums and venues). RMG ML
Sports Holdings intends to capitalize on the investment and operational experience of its management team, as well as its affiliation
with Riverside Management Group.

 Forward-Looking Statements

 This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering
(“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above will be
completed on the terms described, or at all, or 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 and preliminary prospectus for the IPO 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.

 Contacts:

 Douglas Horlick

 930 Tahoe Blvd STE 802 PMB 45

 Incline Village, NV 89451

 Telephone: (775) 204-1489

EX-1.1 · UNDERWRITING AGREEMENT, DATED JUNE 9, 2026, BY AND BETWEEN THE COMPANY AND SANTA

EX-1.1
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 ea029444401ex1-1.htm
 UNDERWRITING AGREEMENT, DATED JUNE 9, 2026, BY AND BETWEEN THE COMPANY AND SANTANDER US CAPITAL MARKETS LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED ON SCHEDULE I THERETO

 Exhibit 1.1

 20,000,000 Units

 RMG ML Sports Holdings

 UNDERWRITING AGREEMENT

 June 9, 2026

 Santander US Capital Markets LLC

437 Madison Avenue

New York, New York 10022

 As Representative of the several Underwriters listed
in Schedule I to the Agreement

 Ladies and Gentlemen:

 1. Introductory . RMG ML Sports Holdings, a Cayman Islands
exempted company (the “ Company ”), proposes to issue and sell to you and, as applicable, to the several underwriters
named in Schedule I hereto (collectively, the “ Underwriters ”), for whom you (the “ Representative ”)
are acting as representative, 20,000,000 units (the “ Units ”) of the Company (said units to be issued and sold by the
Company being hereinafter called the “ Firm Securities ”). The Company also proposes to grant to the Underwriters an
option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Optional Securities”), as set forth
below. The Firm Securities and the Optional Securities are herein collectively called the “ Offered Securities .” To
the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall
mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized
terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “ Agreement ”).

 Each Unit consists of one
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “ Ordinary Shares ”) and one right to
receive one eighth (1/8) of one Ordinary Share (the “ Rights ”) upon consummation of an initial Business Combination
(as defined below). The Ordinary Shares and Rights included in the Units will not trade separately until the 52nd day following the date
of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company
of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting
the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission
on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “ Closing Form 8-K ”),
and (c) the Company having issued a press release announcing when such separate trading will begin. As used herein, the term “Business
Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company with one or more businesses.

 The Company will enter into an Investment Management
Trust Agreement, effective as of the Closing Date (the “ Trust Agreement ”), with Continental Stock Transfer & Trust
Company (“ CST ”), as trustee (the “ Trustee ”), in substantially the form filed as Exhibit 10.2 to
the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of
the Offering will be deposited and held in a trust account (the “ Trust Account ”) for the benefit of the Company, the
Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.

 The Company will enter into a Rights Agreement,
effective as of the Closing Date (the “ Rights Agreement ”), dated as of the date hereof, in substantially the form filed
as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration,
transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company.

 The Company has entered into a securities subscription agreement, dated
December 18, 2025 (the “ Securities Subscription Agreement ”), with RMG ML Sports Holdings Sponsor LLC (the “ Sponsor ”),
in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of
7,666,667 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 1,000,000 of which are subject to forfeiture to
the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary
Shares issuable upon conversion thereof, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary
Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

 The Company has entered into
a Private Placement Units Purchase Agreement, effective as of the date hereof (the “ Private Placement Units Purchase Agreement ”),
with ( the “Sponsor” ) in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which
the Sponsor agreed to purchase an aggregate of 210,000 private placement units (including if the Underwriters’ over-allotment option
is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,100,000 (including if the Underwriter’s
over-allotment option is exercised) (“ Private Placement Units ”). Underlying each Private Placement Unit is one Ordinary
Share (each, a “ Private Placement Share ”) and one right entitling the holder thereof to receive one eighth (1/8) of
one Ordinary Share (each, a “ Private Placement Right ”) upon the consummation of an initial Business Combination.

 The Company has entered into a Registration Rights
Agreement, dated the date hereof (the “ Registration Rights Agreement ”), with the Sponsor and the other parties thereto,
in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration
rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the
conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights,
the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of
an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any.

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 The Company, the Sponsor and each of the Company’s
officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing
Date (the “ Letter Agreement ”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

 2. Representations
and Warranties of the Company . The Company represents and warrants to, and agrees with, the several Underwriters that:

 (a) Filing and Effectiveness
of Registration Statement . The Company has prepared and filed with the Commission the Registration Statement (file number 333-293853)
on Form S-1, as amended, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the
Offered Securities and the Ordinary Shares and Rights included as part of the Offered Securities. Such Registration Statement, including
any amendments thereto filed prior to the Execution Time, has become effective in accordance with section 8(a) of the Act. The Company
has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to
the Representative. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus
shall contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed
at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest
Preliminary Prospectus) as the Company has advised the Representative, prior to the Execution Time, will be included or made therein.
The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

 (b) Compliance
with Securities Act Requirements . On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in
accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if
such date is not the Closing Date (a “settlement date”), the Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did
not and will not contain any 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 not misleading; as of the Applicable Time and on the Closing Date and any settlement date, each
individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict, as applicable, with the information
contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects
with the Act; as of the Applicable Time and on the Closing Date and any settlement date, each “road show” as defined in Rule
433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory
Prospectus, did not and will not contain any 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;
and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each settlement date, the Prospectus (together with
any supplement thereto) 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; provided, however, that the
Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus
(or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of
any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement
thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described as such in Section 8(b) hereof.

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 (c) Statutory
Prospectus . The Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement date, did not and will
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations
or warranties as to the information contained in or omitted from the Statutory Prospectus in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described
as such in Section 8(b) hereof.

 (d) Listing .
 The Company has filed with the Commission a registration statement on Form 8-A (file number 001-43340) providing for the registration
under the Exchange Act of the Units and the Ordinary Shares and Rights included as part of the Units, which registration is currently
effective on the date hereof. The Offered Securities and the Ordinary Shares and Rights included as part of the Offered Securities have
been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Global Market
(“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

 (e) No
Stop Order . The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing
or suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof,
and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

 (f) Ineligible
Issuer Status . (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as
the determination date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule 405).

 (g) Free
Writing Prospectus . The Company has not prepared or used a Free Writing Prospectus.

 (h) Good
Standing of the Company . The Company has been duly incorporated and is validly existing as an exempted company in good standing under
the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Registration Statement, the Statutory Prospectus and the Prospectus and to enter into this
Agreement, the Trust Agreement, the Rights Agreement, the Securities Subscription Agreement, the Private Placement Units Purchase Agreement,
the Registration Rights Agreement and the Letter Agreement and to carry out the transactions contemplated hereby and thereby, and, except
where failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined
below), is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires
such qualification.

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 (i) Disclosure .
There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus,
or to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all material
respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory Prospectus and
the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and Related Party Transactions,”
and “Description of Securities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed
therein, are in all material respects accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are
no business relationships or related party transactions involving the Company or any other person required by the Act to be described
in the Registration Statement or Prospectus that have not been described as required.

 (j) Capitalization .
The Company’s authorized equity capitalization is as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus.

 (k) Outstanding
Securities . All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and
nonassessable; and none of such securities were 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 offers and sales of the outstanding securities of the Company were at all relevant
times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and
warranties of the purchasers of such securities, exempt from such registration requirements. The holders of outstanding securities of
the Company are not entitled to preemptive or other rights to subscribe for the Offered Securities and, except as set forth in the Registration
Statement, the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any securities for, ordinary shares or ownership interests in the Company
are outstanding.

 (l) Offered
Securities . The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant
to this Agreement and in respect of the Ordinary Shares, registered in the Company’s register of members, will be validly issued.

 (m) Ordinary
Shares . The Ordinary Shares included in the Units and Private Placement Units have been duly authorized and, when issued and delivered
against payment therefor and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable.
The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary
Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

 (n) Rights
and Private Placement Rights . The Rights and the Private Placement Rights, when issued and delivered in the manner set forth in the
Rights Agreement against payment therefor, will be duly issued and delivered, and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.

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 (o) Ordinary
Shares Issuable Upon Exercise of Rights and Private Placement Rights . The Ordinary Shares issuable upon exercise of the Rights and
the Private Placement Rights have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered
against payment therefor pursuant to the Rights and the Private Placement Rights, as applicable, and the Rights Agreement and registered
in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares
are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject
to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at
the time of issuance) has been duly and validly taken.

 (p) Registration
Rights . Except as set forth in the Registration Statement, the Statutory 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.

 (q) Sales
to Affiliates . 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 from its inception through and including the date hereof,
except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

 (r) Integration .
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required
to be “integrated” pursuant to the Act with the offer and sale of the Offered Securities pursuant to the Registration Statement.

 (s) Founder
Shares . The issued and outstanding Founder Shares are duly authorized, validly issued, fully paid and nonassessable.

 (t) Private
Placement Units . The Private Placement Units, when delivered upon the consummation of the Offering, will be duly issued and delivered,
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.

 (u) Authorization
of this Agreement . This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.

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 (v) Trust
Agreement . The Trust Agreement has been duly authorized, executed and delivered by the Company, and, upon execution and delivery and
assuming due execution and delivery by CST, will be a valid and binding agreement of the Company, enforceable against the Company, in
accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.

 (w) Rights
Agreement . The Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.

 (x) Securities
Subscription Agreement . The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and
the Sponsor, and is a valid and binding agreements of the Company and the Sponsor, enforceable against the Company and the Sponsor in
accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.

 (y) Private
Placement Units Purchase Agreement . The Private Placement Units Purchase Agreement has been duly authorized, executed and delivered
by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and
the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

 (z) Registration
Rights Agreement . The Registration Rights Agreement has been duly authorized, and will be duly executed and delivered by the Company
and, upon execution and delivery, will be a valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.

 (aa) Letter Agreement . The Letter Agreement
executed by the Company, the Sponsor, and each executive officer, director and director nominee of the Company, has been duly authorized,
and will be duly executed and delivered by the Company, the Sponsor and to the Company’s knowledge, each such executive officer,
director and director nominee, respectively, and, upon execution and delivery, will constitute a valid and binding agreement of the Company,
the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable
against the Company, the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively,
in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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 (bb) Investment Company Act . The Company
is not and, after giving effect to the offering and sale of the Offered Securities and the Private Placement Units and the application
of the proceeds thereof as described in the Registration Statement, the Statutory Prospectus and the Prospectus, will not be an “investment
company” as defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

 (cc) Absence of Further Requirements .
No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the
transactions contemplated herein or in the Trust Agreement, the Rights Agreement, the Securities Subscription Agreement, the Private Placement
Units Purchase Agreement, the Registration Rights Agreement or the Letter Agreement, except for the registration under the Act and the
Exchange Act of the Offered Securities and the Ordinary Shares and Rights included as part of the Offered Securities and such as may be
required under state securities or blue sky laws of any jurisdiction, in connection with the purchase and distribution of the Offered
Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, the Statutory Prospectus and the Prospectus.

 (dd) Absence of Existing Defaults . The
Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and Articles of Association, (ii) the
terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any (x) statute, law, rule, regulation,
or (y) judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that
would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or otherwise),
prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary
course of business (a “ Material Adverse Effect ”).

 (ee) Absence of Defaults and Conflicts Resulting
From Transaction . Neither the issue and sale of the Offered Securities nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Rights Agreement, the Securities Subscription Agreement,
the Private Placement Units Purchase Agreement, the Registration Rights Agreement or the Letter Agreement will conflict with, result in
a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i)
the Amended and Restated Memorandum and Articles of Association of the Company, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is
a party or bound or to which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment, order
or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or any of its respective properties; except in the case of clauses (ii) and (iii) above, for any
such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse
Effect or affect the validity of the Offered Securities or the ability of the Company to perform its obligations under this Agreement.

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 (ff) Registration Rights under the Registration
Statement . No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

 (gg) Financial Statements . The historical
financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the Statutory Prospectus,
the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Company
as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements
of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout
the periods involved (except as otherwise noted therein). The summary financial data set forth under the caption “Summary Financial
Data” in the Statutory Prospectus, Prospectus and Registration Statement fairly present, on the basis stated in the Statutory Prospectus,
Prospectus and Registration Statement, the information included therein. The Company is not party to any off-balance sheet transactions,
arrangements, obligations (including contingent obligations), or other relationships 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. The statistical, industry-related
and market-related data included in the Registration Statement, the Statutory Prospectus and the Prospectus are based on or derived from
sources that the Company reasonably and in good faith believes are reliable and accurate in all material respects, and such data agree
with the sources from which they are derived.

 (hh) Litigation . No action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company, the Sponsor, or, to the Company’s
knowledge, any officer, director or director nominee of the Company, or the property of any of them is pending or, to the knowledge of
the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or
the consummation of any of the transactions contemplated hereby by the Company or (ii) could reasonably be expected to have a Material
Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Statutory Prospectus and the Prospectus (exclusive
of any supplement thereto).

 (ii) Properties .
The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

 (jj) Independent Auditors . Withum Smith+Brown,
PC (“ Withum ”), who has certified certain financial statements of the Company and delivered its report with respect
to the audited financial statements and schedules included in the Registration Statement, Statutory Prospectus and the Prospectus, is
a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act
and the applicable published rules and regulations thereunder.

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 (kk) Disclosure Controls and Procedures .
The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act
to the extent required by such rule).

 (ll) Compliance with Sarbanes-Oxley Act .
Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission thereunder
(the “ Sarbanes-Oxley Act ”) have been applicable to the Company, there is and has been no failure on the part of the
Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

 (mm) Compliance with Exchange Rules .
There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or
directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company
will be in compliance with, the requirements of Nasdaq. Further, there is and has been no failure on the part of the Company or, to the
knowledge of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable),
and immediately following the Effective Date the Company will be in compliance with, the phase-in requirements and all other applicable
provisions of the Nasdaq corporate governance requirements.

 (nn) Taxes . There are no transfer, stamp,
issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law or the laws of any state, or any
political subdivision thereof, or under the laws of the Cayman Islands, required to be paid in connection with the execution and delivery
of this Agreement or the issuance or sale by the Company of the Offered Securities.

 (oo) Filing
of Tax Returns . The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as
due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves
are being maintained in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”),
except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set
forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

 (pp) Possession of Licenses and Permits .
The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation
or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement,
the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

 10

 (qq) Anti-Corruption Law s. None of the
Company, the Sponsor, any non-independent director or officer, or, to the knowledge of the Company, any independent director or director
nominee, agent, employee, affiliate or other person acting on behalf of the Company: (i) has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made any direct or indirect unlawful
contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate
funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or
has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “ FCPA ”) or any similar law or regulation to which the Company, any director, director
nominee, officer, agent, employee, affiliate or other person acting on behalf of the Company is subject, including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything
of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof
or any candidate for foreign political office, in contravention of the FCPA. The Company, the Sponsor, any non-independent director or
officer, and, to the knowledge of the Company, the Company’s independent director or director nominees, agents, employees and affiliates
have each conducted the business of the Company and their own businesses on behalf of the Company in compliance with the FCPA and any
applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith.

 (rr) Anti-Money Laundering Laws . The
operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting
requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act
of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company conducts business, the applicable rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any 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 knowledge
of the Company, threatened.

 (ss) Economic Sanctions . Neither the
Company nor any of its subsidiaries, nor any director, officer, nor, to the knowledge of the Company, any employee, agent, affiliate or
representative of the Company or any of its subsidiaries, is an individual or entity (“ Person ”) that is the subject
or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign
Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation
as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union,
His Majesty’s Treasury, or other relevant sanctions authority to which any such Person is subject (collectively, “ Sanctions ”),
including as a result of ownership or control, nor is the Company or any of its subsidiaries located, organized or resident in a country
or territory that is the subject or target of comprehensive country- or territory-wide Sanctions including, the Crimea Region of Ukraine,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria (each
a “ Sanctioned Country ”); and the Company will not, directly or indirectly, use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate
any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is
the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in
any other manner, in each case that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise). In the preceding three years, except as has been disclosed to the Underwriter
or is not material to the analysis under any Sanctions, neither the Company nor the Sponsor have engaged in any dealings or transactions
with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company
or the Sponsor have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned
Country.

 11

 (tt) Lending Relationships; Use of Proceeds .
Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material
lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the
proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

 (uu) Questionnaires . All information
contained in the questionnaires (the “ Questionnaires ”) completed by the Company and the Sponsor and, to the knowledge
of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters is true and correct in
all material respects and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires
completed by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect in any material
respect.

 (vv) Acquisition Target Not Selected .
Prior to the date hereof, the Company has not selected any specific Business Combination target and has not, nor has anyone on its behalf,
engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business
Combination with it. Prior to the date hereof, the Company has not, nor has anyone on its behalf, taken any substantive measures, directly
or indirectly, to identify or locate any suitable acquisition candidate for it, nor has the Company engaged or retained any agent or other
representative to identity or locate any such Business Combination target.

 (ww) No Finder’s or Similar Fees .
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments, arrangements,
contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or
similar fee by the Company, the Sponsor or any officer, director or director nominee of the Company with respect to the sale of the Offered
Securities hereunder or any other arrangements, agreements or understandings of the Company, the Sponsor or any such officer, director
or director nominee of the Company, or their respective affiliates, that may affect the Underwriters’ compensation, as determined
by the Financial Industry Regulatory Authority, Inc. (“ FINRA ”).

 12

 (xx) Absence
of Certain Payments . Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has
not made any direct or indirect payments (in cash, securities or by any other method that would be deemed “underwriting compensation”
as defined in Rule 5110 of the FINRA Manual): (i) to 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; (ii)
to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “ Member ”);
or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any
Member, within the FINRA Review Period, as defined in Rule 5110(j)(20) of the FINRA Manual, other than payments to the Underwriters pursuant
to this Agreement.

 (yy) Investment Banking Services . Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to
the initial public filing date of the Registration Statement and ending on the Effective Date, no Member and/or any person associated
or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.

 (zz) FINRA Membership of Affiliates .
Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer, director,
director nominee or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “ Company Affiliate ”)
is a Member or a person associated or affiliated with a Member.

 (aaa) Ownership of FINRA Member Securities .
Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no Company Affiliate
is an owner of shares or other stock of any Member (other than securities purchased on the open market).

 (bbb) Proceeds; Payment to FINRA Members .
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the Offered
Securities (excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus and the Prospectus) will
be paid by the Company to any Member, or any persons associated or affiliated with a Member.

 (ccc) Issuance of Securities to Underwriters .
The Company has not issued any rights or other securities, or granted any options, directly or indirectly to anyone who is a “participating
member,” as defined in Rule 5110(j)(15) of the FINRA Manual, in the Offering within the 180-day period prior to the initial public
filing date of the Registration Statement.

 (ddd) FINRA Association of Company Affiliates .
Except for the issuance of securities to the Sponsor, no person to whom securities of the Company have been privately issued within the
180-day period prior to initial public filing date of the Registration Statement has any relationship or affiliation or association with
any Member.

 13

 (eee) Conflicts of Interest . Except as
otherwise disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, no Member intending to participate in
the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” means, if at the time
of the Member’s participation in the Offering, any of the following applies: (A) the securities are to be issued by the Member;
(B) the Company controls, is controlled by or is under common control with the Member or the Member’s associated persons; (C) at
least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or retire the balance
of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise directed
to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any transactions contemplated
at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will become publicly owned; or (iii)
the Company will become a Member or form a broker-dealer subsidiary. As used herein, the term “Member intending to participate in
the Offering” includes any associated person of a Member that is participating in the Offering, any members of such associated person’s
immediate family, and any affiliate of a Member that is participating in the Offering.

 (fff) Non-Compete/Non-Solicit . Except
as described in the Registration Statement, Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor,
officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any
employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer
or director of the Company, as applicable.

 (ggg) Absence of Manipulation . The Company
has not taken, directly or indirectly, any action designed to or that would constitute 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 Offered Securities.

 (hhh) Company Ownership of Other Entities .
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

 (iii) Related
Party Transactions . No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company,
on the one hand, and any director, director nominee, officer, shareholder, special advisor, customer or supplier of the Company or any
affiliate of the Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement,
Statutory Prospectus or the Prospectus that is not 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, directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration
Statement, Statutory 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 officer, director or director nominee of the Company.

 14

 (jjj) Absence of Unlawful Influence .
The Company has not offered, or caused the Underwriters to offer, the Offered Securities 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.

 (kkk) Applicability of Rule 419 . Upon
delivery and payment for the Offered Securities on the Closing Date and the filing of the Closing Form 8-K, the Company will not be subject
to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined
in Rule 3a51-1 under the Exchange Act.

 (lll) Emerging Growth Company Status .
From the time of the initial public filing date of the Registration Statement to the Commission (or, if earlier, the first date on which
the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication) through
the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “ Emerging
Growth Company ”). “ Testing-the-Waters Communication ” means any oral or written communication with potential
investors undertaken in reliance on Section 5(d) of the Act or Rule l63B under the Act.

 (mmm) Testing-the-Waters Communications .
The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent
of the Representative 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 501 under the Act and (ii) has not authorized anyone other than the Representative
to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf
in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other
than those listed on Schedule III hereto. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication
that is a written communication within the meaning of Rule 405 under the Act.

 (nnn) Cybersecurity . To the knowledge
of the Company, there has been no security breach or attack or other compromise of or relating to any of the Company’s information
technology and computer systems, networks, hardware, software, data (including the data of its employees, vendors and any third party
data maintained by or on behalf of it), equipment or technology (“ IT Systems and Data ”) and (i) the Company has not
been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach,
attack or compromise to their IT Systems and Data, (ii) the Company has complied, and is presently in compliance, with, all applicable
laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry
guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to
the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification in all material respects and
(iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices, except in
each case that would not reasonably be expected to have a Material Adverse Effect.

 15

 (ooo) Local
Qualification . It is not necessary under the laws of the Cayman Islands (i) to enable the Underwriters to enforce their rights under
this Agreement provided that they are not otherwise engaged in business in the Cayman Islands, or (ii) solely by reason of the execution,
delivery or consummation of this Agreement, for any of the Underwriters to be qualified or entitled to carry out business in the Cayman
Islands.

 (ppp) Enforcement of Foreign Judgments .
Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the courts of the State of New York, a judgment
will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying
dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment is given
by a foreign court of competent jurisdiction, imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment
has been given, is final, is not in respect of taxes, a fine or a penalty, and was not obtained in a manner and is not of a kind the enforcement
of which is contrary to natural justice or the public policy of the Cayman Islands.

 (qqq) Payments in Foreign Currency . Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman
Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities may
be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency
and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are non-residents of the
Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political
subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction
in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental
authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

 Any certificate signed by any officer or director
of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Underwriter.

 3. Purchase
and Sale .

 (a) Subject
to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.9875 per
Unit ($199,750,000 in the aggregate), the amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule I
hereto, with such discount representing underwriting commission of $0.0125 per Unit, or $250,000 in the aggregate. This discount provided
for immediately above shall be payable to the Representative upon the closing of the Company’s initial public offering. There will
be no incremental upfront underwriting discounts and commissions payable if the Underwriters purchase any Optional Securities.

 16

 (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 3,000,000 Optional Securities at $10.0000 per Unit. Said option may be exercised only to cover over-allotments
in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the
45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Optional
Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Optional Securities to
be purchased by each Underwriter shall be based upon the same percentage of the total number of the Optional Securities to be purchased
by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representative
in its absolute discretion shall make to eliminate any fractional units.

 (c) In addition to the
amounts set forth in Section 3(a) of this Agreement representing a portion of the underwriting commission of $0.0125 per Unit, or $250,000
in the aggregate, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.30 per Unit, or up to $6,000,000 in the
aggregate (or up to $6,900,000 in the aggregate if the Underwriters purchase the Optional Securities) purchased hereunder (the “ Deferred
Discount ”); provided that such amount shall be subject to pro-rata reduction based on the number of Ordinary Shares redeemed
by our Public Shareholders (as defined below) in connection with an initial Business Combination and in accordance with the redemption
rights provided for in the Company’s Amended and Restated Memorandum and Articles of Association; and further provided that any
such amount shall be payable to any one or more FINRA members, which may or may not include the Representative, at the sole discretion
of the Company. Any portion of the Deferred Discount payable to the Representative as determined by the Company in accordance with the
foregoing sentence will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit
in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination.
The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement, as
may be amended, and the funds held under the Trust Agreement, as may be amended, are distributed to the holders of the Ordinary Shares
included in the Offered Securities sold pursuant to this Agreement (the “ Public Shareholders ”), (i) the Underwriters
will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement, as may be amended, is authorized
to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

 4. Delivery and Payment .
Delivery of and payment for the Firm Securities and the Optional Securities (if the option provided for in Section 3 hereof shall have
been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 10:00 a.m., New York City time,
on June 11, 2026, or at such time as shall be agreed upon by the Representative and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Offered Securities being herein called the “ Closing Date ”). Delivery
of the Offered Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment
by the several Underwriters through the Representative of the purchase price thereof by wire transfer payable in same-day funds to an
account specified by the Company and to the Trust Account as described below in this Section 4. Delivery of the Firm Securities and the
Optional Securities shall be made through the facilities of The Depository Trust Company (“ DTC ”) unless the Representative
shall otherwise instruct.

 17

 (a) Payment for the Firm
Securities shall be made as follows: $199,750,000 of the net proceeds received by the Company for the Firm Securities (including up to
$6,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such
portion of the gross proceeds from the sale of the Private Placement Units in order for the Trust Account to equal the product of the
number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative
of the Firm Securities through the facilities of DTC or, if the Representative have otherwise instructed, upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account
of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative
may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC,
the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one (1) Business Day prior
to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative
for all the Firm Securities. Payment by the Underwriters for the Firm Securities is contingent on the payment by the Sponsor to the Trust
Account for the Private Placement Units at least one Business Day prior to the Closing Date.

 (b) Payment
for the Optional Securities shall be made as follows: $10.00 per Optional Security (including $0.30 per Optional Security of Deferred
Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of
the Optional Securities through the facilities of DTC or, if the Representative have otherwise instructed, upon delivery to the Representative
of certificates (in form and substance satisfactory to the Representative) representing the Optional Securities (or through the facilities
of DTC) for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized
denominations as the Representative may request in writing at least one (1) Business Days prior to the settlement date of such Optional
Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the
Optional Securities for delivery, at least one (1) Business Day prior to the settlement date of such Optional Securities. The Company
shall not be obligated to sell or deliver the Optional Securities except upon tender of payment by the Representative for all the Optional
Securities. Payment by the Underwriters for the Optional Securities is contingent on the payment by the Sponsor to the Trust Account for
the Private Placement Units at least one Business Day prior to the settlement date of such Optional Securities (the “ Option Closing
Date ”).

 If the option provided for in Section 3 hereof
is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Optional Securities (at the expense
of the Company) to the Representative, c/o Santander US Capital Markets LLC, 437 Madison Ave, New York, New York 10022, Attention: Equity
Capital Markets on the date specified by the Representative (which shall be at least two (2) Business Days after exercise of said option)
for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the
purchase price thereof to the Trust Account as described above in Section 4(b). If settlement for the Optional Securities occurs after
the Closing Date, the Company will deliver to the Representative on the settlement date for such Optional Securities, and the obligation
of the Underwriters to purchase such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and
letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

 18

 5. Offering
by Underwriters . It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus (the “ Offering ”).

 6. Certain
Agreements of the Company . The Company agrees with the several Underwriters that:

 (a) Prior
to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus
or any Rule 462(b) Registration Statement unless the Company has furnished the Representative with a copy for its review prior to filing
and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which the Representative reasonably
objects. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative
with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory
to the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement
or any Written Testing-the-Waters Communication shall have been filed with the Commission, (ii) when, prior to termination of the Offering,
any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff
for any amendment of the Registration Statement, any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication
or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus
or any Written Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of
the Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities
for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts
to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement
and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief
from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration
statement and using its best efforts to have such amendment or new registration statement declared or become effective as soon as practicable.

 (b) If,
at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which the Statutory
Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Statutory Prospectus to comply with the Act or the rules thereunder, the Company will (i) notify promptly
the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement
the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Representative in
such quantities as the Representative may reasonably request.

 19

 (c) If,
at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as
then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall
be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company
promptly will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to paragraph (a) of
this Section 6, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any
supplemented Prospectus to the Representative in such quantities as the Representative may reasonably request.

 (d) As
soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement
or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.

 (e) The
Company will not make any offer relating to the Units or the securities contained therein that constitutes or would constitute a Free
Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule
433 of the Act.

 (f) The
Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto as the
Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to
the Offering.

 (g) The
Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest
and penalties, on the creation, issue and sale of the Offered Securities and on the initial resale thereof by the Underwriters and on
the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction
for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to
deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in
order that the net amounts received by the Underwriters after such withholding or deduction shall equal the amounts that would have been
received by the Underwriters if no withholding or deduction had been made.

 20

 (h) The
Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose
of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any
person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in
the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Units, Ordinary Shares,
Rights or any other securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention
to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided,
however, that the Company may (1) issue and sell the Private Placement Units, (2) issue and sell the Optional Securities upon the exercise
of the option provided for in Section 3 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance
with the terms of the Registration Rights Agreement, the resale of the securities covered thereby, and (4) issue securities in connection
with an initial Business Combination; provided, further, however, the foregoing shall not apply to the forfeiture of any Founder Shares
pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such
current or future independent director is subject to the terms of the Letter Agreement at the time of such transfer and as long as, to
the extent any reporting obligation under Section 16 of the Exchange Act is triggered as a result of such transfer, any related filing
under Section 16 of the Exchange Act includes a practical explanation as to the nature of the transfer); or (y) release the Sponsor or
any officer, director, or director nominee from the 180-day lock-up contained in the Letter Agreement.

 (i) The
Company will not take, directly or indirectly, any action designed to or that would constitute 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 Offered Securities.

 (j) The
Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing
with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,
the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air
freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the
Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with
the offering and sale of the Offered Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates
for the Offered Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities;
(iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered
in connection with the Offering; (v) the registration of the Offered Securities under the Exchange Act and the listing of the Offered
Securities and the Ordinary Shares and Rights included in the Offered Securities on Nasdaq; (vi) the printing and delivery of a preliminary
blue sky memorandum, any registration or qualification (or obtaining exemptions from qualifying or registering) of the Offered Securities
for offer and sale under the securities or blue sky laws of the several states of the United States or provinces of Canada and any filings
required to be made with FINRA (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters
relating to such filings, memorandum, registration and qualification) in an aggregate amount up to $25,000; (vii) the transportation and
other expenses incurred by or on behalf of the Company (and not the Underwriters) in connection with presentations to prospective purchasers
of the Offered Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including
U.S. and Cayman Islands counsel) for the Company; and (x) all other costs and expenses incurred by or on behalf of the Company (and not
the Underwriters) incident to the performance by the Company of its obligations hereunder.

 21

 (k) For
a period commencing on the Effective Date and ending two (2) years from the date of the consummation of the Business Combination or until
such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of the Ordinary
Shares and Rights (or such other securities into which the Ordinary Shares or Rights, as the case may be, may be exchanged in connection
with a Business Combination) under the provisions of the Exchange Act, except after giving effect to a going private transaction after
the completion of an initial Business Combination. For a period commencing on the Effective Date and ending upon the consummation of the
Business Combination or until such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the
registration of the Units under the provisions of the Exchange Act. During such applicable period, the Company will not deregister the
Units, Ordinary Shares or Rights under the Exchange Act (except in connection with an exchange pursuant to an initial Business Combination
or a going private transaction after the completion of an initial Business Combination) without the prior written consent of the Representative.

 (l) The
Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company
as of the Closing Date (the “ Audited Balance Sheet ”) reflecting the receipt by the Company of the proceeds of the Offering
on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four (4) Business
Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Current Report shall contain the Company’s
Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option
provided for in Section 3 hereof, the Company shall promptly, but not later than four (4) Business Days after the receipt of such proceeds,
file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Optional Securities
and its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced
in the immediately prior sentence.

 (m) For
a period commencing on the Effective Date and ending two (2) years from the date of the consummation of the Business Combination or until
such earlier time at which the Liquidation occurs or the Ordinary Shares and Rights cease to be publicly traded, the Company, at its expense,
shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of
the Company’s Quarterly Reports on Form 10-Q and the mailing, if any, of quarterly financial information to shareholders.

 22

 (n) For
a period commencing on the Effective Date and ending two (2) years from the date of the consummation of the Business Combination or until
such earlier time at which the Liquidation occurs, the Company shall, to the extent such information or documents are not otherwise publicly
available, upon written request from the Representative, furnish to the Representative 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 securities, and, to the extent such
information or documents are not otherwise publicly available, upon written request from the Representative, promptly furnish to the Representative:
(i) a copy of such registration statements, financial statements and periodic and special reports as the Company shall be required to
file with the Commission and from time to time furnishes generally to holders of any such class of its securities in their capacities
as such; and (ii) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of
the Company as the Representative may from time to time reasonably request, all subject to the execution of a satisfactory confidentiality
agreement. Any registration statements, financial statements, periodic and special reports or other additional documents referred to in
the preceding sentence filed or furnished on the Commission’s EDGAR website will be considered furnished for the purposes of this
section.

 (o) For
a period commencing on the Effective Date and ending two (2) years from the date of the consummation of the Business Combination or until
such earlier time at which the Liquidation occurs or the Ordinary Shares cease to be publicly traded, the Company shall retain a transfer
agent. For a period commencing on the Effective Date and ending on the date of the consummation of the Business Combination or until such
earlier time at which the Liquidation occurs, the Company shall retain a rights agent.

 (p) The
Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it, or a committee of independent directors, obtains an opinion from an independent investment banking firm,
or from or another independent entity that commonly renders valuation opinions, that the consideration to be paid by the Company in such
Business Combination is fair to the Company from a financial point of view. As disclosed in the Registration Statement, the Statutory
Prospectus and the Prospectus, in addition to the payments permitted to be made by the Company to the Sponsor or its affiliates or any
of the Company’s executive officers, directors or any of their respective affiliates for any fees or compensation of any kind for
services rendered to the Company prior to, or in connection with, the completion of an initial Business Combination, such officers, directors,
and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s
behalf related to identifying, investigating and completing an initial Business Combination and (ii) may be repaid loans as described
in the Registration Statement, the Statutory Prospectus and the Prospectus, none of which will be made from the proceeds held in the Trust
Account prior to completion of the initial Business Combination.

 23

 (q) The
Company will apply the net proceeds from the Offering and the sale of the Private Placement Units received by it in a manner consistent
in all material respects with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus and
the Prospectus.

 (r) [Reserved.]

 (s) The
Company shall advise the Representative and its counsel if it is aware that any 10% or greater shareholder of the Company becomes an affiliate
or associated person of a Member participating in the distribution of the Offered Securities.

 (t) The
Company shall cause the proceeds of the Offering and the sale of the Private Placement Units to be held in the Trust Account to be invested
only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in direct
U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the
Trust Agreement and disclosed in the Statutory Prospectus and the Prospectus. The Company will otherwise 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
will not be required to register as an investment company under the Investment Company Act.

 (u) Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, in connection with any redemptions of Public
Shares, prior to the earlier of the consummation of the Company’s initial Business Combination and Liquidation, the Company may
instruct the Trustee under the Trust Agreement to release interest from the Trust Account to pay the Company’s taxes. Otherwise,
all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall
be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business
Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released
to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs
and expenses associated with the liquidation and dissolution of the Company.

 (v) The
Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable pursuant to the
exercise of the Rights and Private Placement Rights, and upon conversion of the Founder Shares, outstanding from time to time.

 (w) Except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus, after the issue of the Public Shares and prior
to the consummation of a Business Combination, the Company shall not issue any additional Ordinary Shares, Class B ordinary shares or
preference shares in the Company or any other securities that would entitle the holders thereof to (1) receive funds from the Trust Account
or (2) vote as a class with the Public Shares (as defined below) on any initial Business Combination.

 (x) Prior
to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee will review
on a quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to the Company’s or any
of such other persons’ respective affiliates.

 24

 (y) The
Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act
prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act during such
period.

 (z) To
the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and 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.

 (aa) For a period commencing on the Effective
Date and ending two (2) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation
occurs, the Company will use commercially reasonable efforts to effect and maintain the listing of the Ordinary Shares on Nasdaq (or another
national securities exchange). For a period commencing on the Effective Date and ending on the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs, the Company will use commercially reasonable efforts to effect
and maintain the listing of the Units and Rights on Nasdaq (or another national securities exchange).

 (bb) As soon as legally required to do so, the
Company and its directors and officers, in their capacities as such, have taken or shall take all actions necessary to comply with any
applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications,
and to comply with the Nasdaq Marketplace Rules.

 (cc) The Company shall not take any action or
omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles
of Association.

 (dd) The Company will seek to have all vendors,
service providers (other than independent accountants), prospective target businesses, lenders or other entities with which it does business
enter into an agreement waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the
benefit of the Public Shareholders. The Company may forego obtaining such waivers only if the Company’s management shall have determined
that such third party’s engagement would be significantly more beneficial to the Company than any alternative.

 25

 (ee) The Company, subject to any applicable
provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination
and conduct redemptions of Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender
offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption
rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior
to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal
to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) Business Days prior to the consummation of
the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private
Placement Units and (y) any interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided
by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “ Public Shares ”) then outstanding.
If, however, the Company elects not to file such tender offer documents, a shareholder vote is required by applicable law or stock exchange
listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business
or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“ Business
Combination Vote ”). With respect to the initial Business Combination Vote, if any, the Sponsor and the directors and officers
of the Company have agreed to vote all of their Founder Shares and any other Ordinary Shares they may acquire during or after the Offering
in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination,
the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares redeemed in conjunction with a
proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “ Redemption Price ”)
equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) Business Days prior to the consummation of the initial
Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement
Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided
by (II) the total number of Public Shares then outstanding but only in the event that the applicable proposed Business Combination is
approved and consummated. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with
such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of holders of at least a simple majority of the votes cast by such shareholders of the Company represented in person or by proxy
and entitled to vote thereon and who vote at a general meeting of the Company. If, after seeking and receiving such shareholder approval,
the Company elects to so proceed, it will redeem the Public Shares, at the Redemption Price, from those Public Shareholders who validly
and affirmatively requested (and did not validly withdraw) such redemption. Only Public Shareholders holding Ordinary Shares who properly
exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination,
shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company
shall pay no distributions with respect to any other holders of shares of the Company in connection therewith. In the event that the Company
does not consummate a Business Combination within the time period required by the Company’s Amended and Restated Memorandum and
Articles of Association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) Business Days thereafter, subject to lawfully available funds, redeem 100% of the Public Shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses),
divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as
shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s directors, liquidate
and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Offered Securities shall be
entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with
respect to any other ordinary shares of the Company. In the event that any amendment is made to the Amended and Restated Memorandum and
Articles of Association of the Company (a) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the Company’s initial Business Combination or to redeem 100% of the outstanding Public Shares if the Company has
not consummated a Business Combination within the time period required by the Company’s Amended and Restated Memorandum and Articles
of Association, or (b) with respect to any other material provisions relating to (i) the rights of holders of Ordinary Shares or (ii)
pre-initial Business Combination activity, as described in the Company’s Amended and Restated Memorandum and Articles of Association,
the Company shall provide to the Public Shareholders the right to redeem their Public Shares upon the approval of any such amendment.

 26

 (ff) In the event that the Company desires or
is required by an applicable law or regulation to cause an announcement (“ Business Combination Announcement ”) to be
placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public filing
or submission with the Commission announcing the consummation of the Business Combination that indicates that the Underwriters were the
underwriters in the Offering, the Company shall supply the Representative with a draft of the Business Combination Announcement and provide
the Representative with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters to keep confidential
such draft announcement in accordance with the Representative’s standard policies regarding confidential information.

 (gg) Upon the consummation of the initial Business
Combination, the Company and the Representative will jointly direct the Trustee to pay the Representative, on behalf of the Underwriters,
the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of
any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails
to consummate its initial Business Combination within the time period required by the Company’s Amended and Restated Memorandum
and Articles of Association, the Deferred Discount will not be paid to the Representative and will, instead, be included in the Liquidation
distribution of the proceeds held in the Trust Account made to the Public Shareholders. In connection with any such Liquidation, the Underwriters
forfeit any rights or claims to the Deferred Discount.

 (hh) The Company will arrange, in cooperation
with the Representative, to qualify the Offered Securities for offering and sale under the securities laws of such jurisdictions as the
Representative may reasonably designate and will maintain such qualifications in effect so long as required for the distribution of the
Offered Securities; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction, or would be
required to qualify to do business in any jurisdiction where it is not now so qualified. Until the earliest of (i) the date on which all
Underwriters shall have ceased to engage in market-making activities in respect of the Offered Securities, (ii) the date on which the
Offered Securities are listed on Nasdaq (or any successor thereto), (iii) a going private transaction after the completion of a Business
Combination, and (iv) the date of the Liquidation, in each jurisdiction where such qualification shall be effected, the Company will,
unless the Representative agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make
such statements or reports at such times as are or may be required to qualify the Offered Securities for offering and sale under the securities
laws of such jurisdiction.

 (ii) If
at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material fact or
omitted or would omit to state any material fact necessary to make the statements therein in the light of the circumstances existing at
that subsequent time, not misleading, the Company will promptly (i) notify the Representative so that use of the Written Testing-the-Waters
Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written Testing-the-Waters
Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative
in such quantities as may be reasonably requested.

 (jj) The Company will promptly notify the Representative
if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered
Securities within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in Section 6(h) hereof.

 (kk) Upon the earlier to occur
of the expiration and termination of the Underwriters’ over-allotment option, the Company shall cancel or otherwise effect the forfeiture/surrender
for no consideration of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares determined by multiplying
(a) 1,000,000 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of Ordinary Shares purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. For the avoidance of doubt, if the Underwriters
exercise their over-allotment option in full, the Company shall not cancel or otherwise effect the forfeiture/surrender for not consideration
of the Founder Shares pursuant to this subsection.

 27

 (ll) Except as disclosed in the Registration
Statement, the Company shall not pay the Sponsor, any of the Company’s directors or executive officers, any special advisor, or
any of the Company’s or their respective affiliates any fees or compensation of any kind (including finder’s and consulting
fees, reimbursement, monies in respect of any payment of a loan or other compensation paid by the Company to the Sponsor, the Company’s
executive officers, directors or any of their respective affiliates, except as otherwise disclosed in the Registration Statement) for
services rendered to the Company prior to, or in connection with, the consummation of the Business Combination.

 7. Conditions
of the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Firm Securities and the Optional Securities,
as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein
as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder
and to the following additional conditions:

 (a) The
Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any other material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable
time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or
any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened, including,
without limitation in each case pursuant to Section 8A of the Act.

 (b) The
Company shall have requested and caused Lowenstein Sandler LLP, counsel for the Company, to have furnished to the Representative its opinion
dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable to
the Representative.

 (c) The
Company shall have requested and caused Ogier (Cayman) LLP, Cayman Islands counsel for the Company, to have furnished to the Representative
its opinion dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, in a form reasonably acceptable
to the Representative.

 (d) The
Representative shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the
Offered Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other
related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.

 28

 (e) The
Company shall have furnished to the Representative a certificate of the Company, signed by a director or officer of the Company and the
principal financial or accounting officer of the Company, dated the Closing Date, and any settlement date, as applicable, to the effect
that the signers of such certificate have carefully examined the Registration Statement and each Preliminary Prospectus, the Prospectus
and any amendment or supplement thereto, and each “road show” as defined in Rule 433(h) of the Act used in connection with
the Offering, and this Agreement and that:

 (i) the
representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if
made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such date;

 (ii) no
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge, threatened; and

 (iii) since
the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any supplement
thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus
(exclusive of any supplement thereto).

 (f) The
Company shall have furnished to the Representative a certificate signed by the Chief Executive Officer or President of the Company, dated
the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Memorandum and Articles of Association
is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated
by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its
counsel and the Commission, and (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such
certificate shall be attached to such certificate.

 (g) The
Company shall have requested and caused Withum to have furnished to the Representative, at the Execution Time and at the Closing Date
and any settlement date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and any settlement
date, as applicable, in form and substance satisfactory to the Representative.

 (h) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment
thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change
or decrease specified in the letter or letters referred to in paragraph (g) of this Section 7 or (ii) any change, or any development involving
a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial
or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in
any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the Offered Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

 29

 (i) Prior
to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representative such further information,
certificates and documents as the Representative may reasonably request.

 (j) FINRA
shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions
contemplated hereby.

 (k) The
Offered Securities shall be duly listed subject to notice of issuance on Nasdaq, satisfactory evidence of which shall have been provided
to the Representative.

 (l) On
the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Rights Agreement,
the Securities Subscription Agreement, the Private Placement Units Purchase Agreement, the Letter Agreement and the Registration Rights
Agreement.

 (m) At
least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused the required proceeds
from the sale of the Private Placement Units to be deposited into the Trust Account such that the cumulative amount deposited into the
Trust Account as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in
the Offering as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the
cover of the Prospectus.

 (n) No
order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 6(ii) hereof
shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened.

 If any of the conditions specified in this Section
7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters,
this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

 The documents required to be delivered by this
Section 7 shall be delivered electronically, or if by mail, at the office of Davis Polk & Wardwell LLP, counsel for the Underwriters,
at 450 Lexington Avenue New York, New York, Attention: Derek Dostal and Pedro J. Bermeo, unless otherwise indicated herein, on the Closing
Date and any settlement date, as applicable.

 8. Reimbursement
of Underwriters’ Expenses . If the sale of the Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section ‎7 hereof is not satisfied, because of any termination pursuant to Section ‎11
hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the
Representative on demand for all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements
of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

 30

 9. Indemnification
and Contribution . (a) Indemnification of Underwriters . The Company will indemnify and hold harmless each Underwriter, its partners,
members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act (each, an “ Indemnified Party ”), against any and all losses,
claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act,
other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any
part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show”
as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation
or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection
with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein,
it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such
in subsection (b) below.

 (b) Indemnification
of Company . Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each
of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act (each, an “ Underwriter Indemnified Party ”), against any losses, claims,
damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal
or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration
Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule
433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or
are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf
of such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably
incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability,
action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether
threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses
are incurr…

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

EX-3.1
 3
 ea029444401ex3-1.htm
 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

 Exhibit 3.1

 Companies Act (Revised)

 of the Cayman Islands

 Company Limited by Shares

 AMENDED AND RESTATED

 MEMORANDUM OF ASSOCIATION

 OF

 RMG ML SPORTS HOLDINGS

 ( Adopted by special resolution passed on 9 June 2026)

 Companies Act (Revised)

of the Cayman Islands

 Company Limited by Shares

 Amended and Restated Memorandum of Association

 of

 RMG ML Sports Holdings

 (Adopted by special resolution passed on 9 June 2026)

 1 The name of the Company is RMG ML Sports Holdings.

 2 The registered office of the Company shall be at the offices of Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman KY1-9009, 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, if any, 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, provided always that, subject to the Statute and the Company’s articles of association, the Company has the power
to do any one or more of the following:

 (a) to redeem or repurchase any of its shares; and

 (b) to increase or reduce its capital; and

 (c) to issue any part of its capital (whether original, redeemed, increased or reduced):

 (i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 (ii) subject to any limitations or restrictions,

 and unless the condition
of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to
this power; or

 (d) to alter any of those rights, privileges, conditions, limitations or restrictions.

 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.

 Companies Act (Revised)

 of the Cayman Islands

 Company Limited by Shares

 AMENDED AND RESTATED

 ARTICLES OF ASSOCIATION

 OF

 RMG ML SPORTS HOLDINGS

 ( Adopted by special resolution passed on 9 June 2026)

 CONTENTS

 1
 Interpretation
 1

 2
 Commencement of Business
 8

 3
 Issue of Shares and other Securities
 8

 4
 Register of Members
 9

 5
 Closing Register of Members or Fixing Record Date
 9

 6
 Certificates for Shares
 9

 7
 Transfer of Shares
 10

 8
 Redemption, Repurchase and Surrender of Shares
 11

 9
 Treasury Shares
 11

 10
 Variation of Rights of Shares
 12

 11
 Commission on Sale of Shares
 12

 12
 Non-Recognition of Trusts
 13

 13
 Lien on Shares
 13

 14
 Calls on Shares
 13

 15
 Forfeiture of Shares
 14

 16
 Transmission of Shares
 15

 17
 Class B Share Conversion
 16

 18
 Amendments of Memorandum and Articles and Alteration of Capital
 17

 19
 Offices and Places of Business
 18

 20
 General Meetings
 18

 21
 Notice of General Meetings
 19

 22
 Advance Notice for Business
 19

 23
 Proceedings at General Meetings
 20

 24
 Votes of Members
 21

 25
 Proxies
 22

 26
 Corporate Members
 23

 27
 Shares that may not be Voted
 24

 28
 Directors
 24

 29
 Powers of Directors
 24

 30
 Appointment and Removal of Directors
 24

 31
 Vacation of Office of Director
 25

 32
 Proceedings of Directors
 26

 33
 Presumption of Assent
 27

 34
 Directors’ Interests
 27

 35
 Minutes
 28

 36
 Delegation of Directors’ Powers
 28

 37
 No Minimum Shareholding
 29

 38
 Remuneration of Directors
 29

 39
 Seal
 30

 40
 Dividends, Distributions and Reserve
 30

 41
 Capitalisation
 32

 42
 Books of Account
 32

 43
 Audit
 32

 44
 Notices
 34

 45
 Winding Up
 35

 46
 Indemnity and Insurance
 35

 47
 Financial Year
 36

 48
 Transfer by Way of Continuation
 36

 49
 Mergers and Consolidations
 37

 50
 Business Combination
 37

 51
 Certain Tax Filings
 40

 52
 Business Opportunities
 40

 53
 Exclusive Jurisdiction
 41

 i

 Companies Act (Revised)

of the Cayman Islands

 Company Limited by Shares

 Amended and Restated Articles of Association

 of

 RMG ML Sports Holdings

 (Adopted by special resolution passed on 9 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.

 1

 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, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses (the target business ), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the value of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be effectuated solely 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.

 2

 Company
 means the above named company.

 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.

 Completion Window
 means the period of time:

 (a) commencing on, and including, the closing date of the IPO;
and

 (b) ending on the date that is twenty-one (21) months after the closing
date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may
approve in accordance with the Articles.

 Designated Stock Exchange
 means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, the Nasdaq Global Market, the New York Stock Exchange LLC, The Nasdaq Stock Market LLC, the NYSE MKT LLC or any over-the-counter (OTC) market.

 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 (Revised) of the Cayman Islands.

 3

 Equity-linked Securities
 means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction 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.

 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.

 Nominating and Corporate

 Governance Committee
 means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

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

 Ordinary Resolution
 means a resolution:

 (a) passed by a simple majority of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard
shall be had in computing a majority to the number of votes to which each Member is entitled; or

 (b) approved in writing by all of the Members entitled to vote
on such matter at a general meeting of the Company (or such lower threshold as may be allowed under the Statute from time to time).

 4

 Ordinary Shares
 means the Class A Shares and the Class B Shares, collectively.

 Over-Allotment Option
 means the option of the Underwriters to purchase up to an additional fifteen per cent (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 Directors 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.

 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.

 5

 Special Resolution

 means a special resolution of the Company passed
 in accordance with the Statute, being a resolution:

 (a) passed by a majority of not less than two-thirds, other than
with respect to amending either of Articles 30.1 or 48.2 (except where such amendment is proposed in respect of the consummation of a
Business Combination) where such majority shall be at least ninety per cent (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 the Company of which notice specifying the intention to propose
the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the
number of votes to which each Member is entitled; or

 (b) approved in writing by all of the Members entitled to vote
at a general meeting of the Company (or such lower threshold as may be allowed under the Statute from time to time).

 Sponsor
 means RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company, and its successors or assigns.

 Statute
 means the Companies Act (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 a private placement of units simultaneously with the closing date of the IPO, will be deposited.

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

 6

 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;

 (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 herein 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;

 7

 (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.

 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.

 8

 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.

 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.

 9

 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.

 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 his 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.

 10

 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 may, by Ordinary Resolution,
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;

 (b) Class B Shares held by the Founders shall be surrendered by the Founders
on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will
own twenty-five point six per cent (25.6%) of the Company’s issued Shares after the IPO (including any Class A Shares issued pursuant
to the Over-Allotment Option and exclusive of any Class A Shares 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 or in the manner set out in the Business Combination Article hereof. 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.

 11

 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.

 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: (i) by the creation
or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights; or (ii) 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
undertaking a transfer by way of continuation to a jurisdiction outside the Cayman Islands.

 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 his 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

 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.

 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 his 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 fourteen 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 his nominee shall be registered as the
holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall
his 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 Calls 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 fourteen 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 him notwithstanding the
subsequent transfer of the Shares in respect of which the call was made.

 13

 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 him, 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 fourteen 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.

 14

 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 him to the Company in respect of those Shares together with interest at such rate as the
Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and
payable by him 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 his 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 he was a joint holder), or his legal personal representatives
(where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased
Member is not thereby released from any liability in respect of any Share, for which he 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 him to the Company, either to become the holder of such Share or to have some person nominated by him registered
as the holder of such Share. If he elects to have another person registered as the holder of such Share he 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 his death or bankruptcy or liquidation or dissolution,
as the case may be.

 15

 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 he would be entitled if he were the holder of such Share. However, he 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 himself or to have some person nominated by him
be 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 his 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 ninety 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 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, the Appointment and Removal of Directors Article and the Transfer by Way of Continuation Article) 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 may be converted into Class A Shares on a one-for-one basis prior to the consummation of
a Business Combination at the option of the holder.

 17.3 Any Class B Shares not converted into Class A Shares pursuant to Article 17.2 above shall automatically
convert into Class A Shares on a one-for-one basis (the Initial Conversion
Ratio ) concurrently with or immediately following the consummation of a Business Combination.

 17.4 Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other
Equity-linked Securities, are issued, or deemed issued, in excess of the amounts issued in the IPO (including pursuant to the Over-Allotment
Option) and related to or in connection with the closing of a Business Combination, all Class B Shares in issue shall automatically convert
into Class A Shares at the time of the closing of a Business Combination, the ratio for which the Class B Shares shall convert into Class
A Shares will be adjusted so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate,
twenty-five per cent (25%) of the sum of:

 (a) the total number of all Ordinary Shares in issue upon completion of the IPO (including any Class A Shares
issued pursuant to the Over-Allotment Option and excluding any Class A Shares underlying the private placement units issued to the Sponsor);
plus

 (b) all Class A Shares and Equity-linked Securities issued or deemed issued related to or in connection with
the closing 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 shares issued to the Sponsor or an Affiliate of the Sponsor or to the Company’s
officers and Directors upon the conversion of working capital loans made to the Company.

 16

 17.5 Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
Ratio 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.

 17.6 The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split,
subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share
split, 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.

 17.7 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 one (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.

 17.8 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.

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

 18 Amendments of Memorandum and Articles 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;

 17

 (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 48.2, the Company may by Special Resolution:

 (a) change its name;

 (b) alter or add to the Articles (subject to Article 48.2);

 (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.

 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.

 18

 20.3 The Directors, the chief executive officer or the chairman of the board of Directors may call general
meetings and, for the avoidance of doubt, except as expressly provided in Article 20.4 below, Members shall not have the ability to call
general meetings.

 20.4 If at any time there are no Directors, any two (2) Members (or if there is only one (1) Member then that
Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as
that in which general meetings may be convened by the Directors.

 21 Notice of General Meetings

 21.1 At least five (5) 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 thereat; 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 ninety-five per cent (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 Advance Notice for Business

 22.1 Members seeking to bring business before an annual general meeting of the Company, or to nominate candidates
for appointment as Directors at an annual general meeting, must provide written notice of such business to the Company. Such notice must
be received by the Company by the Company’s secretary (or, if none is appointed, any other Officer) at its principal office no later than
the close of business on the 90 th day nor earlier than the close of business on the 150 th day prior to the anniversary
date of the immediately preceding annual general meeting. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in
the annual proxy statement must comply with the notice periods contained therein.

 19

 22.2 To be in proper written form, a Member’s notice to the Company’s secretary (or, if none is appointed,
any other Officer) with respect to any business (other than nominations) must set forth as to each such matter such Member proposes to
bring before the annual general meeting (i) a brief description of the business desired to be brought before the annual general meeting,
the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business
includes a proposal to amend these Articles, the language of the proposed amendment) and the reasons for conducting such business at the
annual general meeting, (ii) the name and record address of such Member and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (iii) the class and number of Shares that are owned beneficially and of record by such Member and by the
beneficial owner, if any, on whose behalf the proposal is made, (iv) a description of all arrangements or understandings between such
Member and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names)
in connection with the proposal of such business by such Member, (v) any material interest of such Member and the beneficial owner, if
any, on whose behalf the proposal is made in such business and (vi) a representation that such Member intends to appear in person or by
proxy at the annual general meeting to bring such business before the annual general meeting.

 23 Proceedings at General Meetings

 23.1 No business shall be transacted at any general meeting unless a quorum is present. The holders of at least
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.

 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 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 chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of
the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present
within fifteen 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 chairman of the meeting. The chairman from time to time may adopt certain rules and regulations for the conduct
of meetings as he or she sees fit.

 20

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

 23.7 The chairman 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 thirty 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.

 23.10 When a general meeting is postponed for thirty 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 chairman 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 chairman 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 chairman 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 chairman 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 30.1 and
48, every Member present in any such manner shall have one vote for every Share of which he is the holder.

 21

 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 his 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 he is registered as a Member on the
record date for such meeting nor unless all calls or other monies then payable by him 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 chairman whose decision shall be final and conclusive.

 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 his 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 him, a proxy appointed under one or more instruments
may vote a Share or some or all of the Shares in respect of which he is 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 he is 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 his 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 on a business day 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. For the purposes of this Article, 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 the location of the Registered Office.

 22

 25.3 The chairman may in any event at his 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 chairman, 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 on a business day before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy. For the purposes of this Article, 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 the location
of the Registered Office.

 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 he represents 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)).

 23

 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

 There shall be a board of Directors
consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors
may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.

 29 Powers of Directors

 29.1 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.

 29.2 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.

 29.3 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 his widow or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 29.4 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.

 30 Appointment and Removal of Directors

 30.1 Subject to Article 28, prior to the closing of a Business Combination, the Company may by Ordinary Resolution
of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares
remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares shall have
no right to vote on the appointment or removal of any Director.

 24

 30.2 Subject to Article 28, the Directors may appoint any person to be a Director, either to fill a vacancy
or as an additional Director.

 30.3 Subject to Article 28, 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 Vacation of Office of Director

 31.1 The office of a Director shall be vacated if:

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

 (b) the Director absents himself (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 he has by reason of such absence vacated office; or

 (c) the Director dies, becomes bankrupt or makes any arrangement or composition with his 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 he should be removed as
a Director for Cause (and not otherwise), 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.

 25

 32 Proceedings of Directors

 32.1 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.

 32.2 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 chairman shall
have a second or casting vote.

 32.3 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 chairman is located at the start of the meeting.

 32.4 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.

 32.5 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.

 32.6 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.

 32.7 The Directors may elect a chairman of their board and determine the period for which he is to hold office;
but if no such chairman is elected, or if at any meeting the chairman 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 chairman of the meeting.

 32.8 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.

 26

 32.9 A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing
by him. 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.

 33 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
his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person
acting as the chairman 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.

 34 Directors’ Interests

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

 34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the
Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

 34.3 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 him as a director or officer of, or from his interest
in, such other company.

 34.4 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 he is interested provided that the nature of the interest
of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

 27

 34.5 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 he has an interest, and after such general notice it shall
not be necessary to give special notice relating to any particular transaction.

 35 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.

 36 Delegation of Directors’ Powers

 36.1 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 and as applicable, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee, if established). 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.

 36.2 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.

 36.3 The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess
the adequacy of such formal written charters on an annual basis or 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, the Compensation Committee and the Nominating and Corporate Governance 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, the Compensation Committee and the Nominating and Corporate Governance Committee, if established,
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,
subject to any applicable exemptions thereof.

 28

 36.4 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.

 36.5 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 him.

 36.6 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 his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his
office at any time if he gives notice in writing to the Company that he resigns his office.

 37 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.

 38 Remuneration of Directors

 38.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall
determine. 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.

 29

 38.2 The Directors may by resolution approve additional remuneration to any Director for any services which
in the opinion of the Directors go beyond his 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 his remuneration as a Director.

 39 Seal

 39.1 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.

 39.2 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.

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

 40 Dividends, Distributions and Reserve

 40.1 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.

 40.2 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.

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

 30

 40.4 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.

 40.5 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.

 40.6 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.

 40.7 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.

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

 40.9 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.

 31

 41 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.

 42 Books of Account

 42.1 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.

 42.2 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.

 42.3 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.

 43 Audit

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

 43.2 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. The Audit Committee shall meet at least once every
financial quarter, or more frequently as circumstances dictate.

 32

 43.3 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.

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

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

 43.6 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.

 43.7 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.

 43.8 Any payment made to members of the Audit Committee (if one exists) shall require the review and approval
of the Directors, with any Director interested in such payment abstaining from such review and approval.

 43.9 The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified,
the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise
cause compliance with the terms of the IPO.

 43.10 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.

 33

 44 Notices

 44.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending
it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is
given by e-mail by sending it to the e-mail 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.

 44.2 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) cable, 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) e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting
the e-mail to the e-mail 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 e-mail 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.

 44.3 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 supplied for that purpose by the persons claiming to be so entitled, or at the option
of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

 34

 44.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder
of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders
the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership
of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but
for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices
of general meetings.

 45 Winding Up

 45.1 If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a
winding up:

 (a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole
of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne
by the Members in proportion to the par value of the Shares held by them; or

 (b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the
whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the
Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those
Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

 45.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and
with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in
kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may
for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of
the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.

 46 Indemnity and Insurance

 46.1 Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company),
together with every former Director and former Officer (each an Indemnified Person ) shall to the fullest extent permitted by Applicable
Law be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,
including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their
functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.
No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect)
of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such
Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless
or until a court of competent jurisdiction shall have made a finding to that effect.

 35

 46.2 Each Member specifically agrees to waive any claim or right of action such Member might have, whether
individually or by, or in, the right of the Company, against any Director or Officer in connection with new or competing merger bids or
proposals which are proffered to the Board at any time after the execution of a definitive agreement concerning a Business Combination
provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach
to such Director or Officer.

 46.3 The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person
for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute
an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that
such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or
other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,
then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the
Company (without interest) by the Indemnified Person.

 46.4 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director
or other Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence,
default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

 47 Financial Year

 Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st
January in each year.

 48 Transfer by Way of Continuation

 48.1 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute
and with the approval of a Special Resolution passed in accordance with this Article 48, have the power to register by way of continuation
as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 36

 48.2 Prior to the closing of a Business Combination, only the Class B Shares shall carry the right to vote
on any resolution of the shareholders to approve any transfer by way of continuation pursuant to this Article (including any Special Resolution
required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as
a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

 49 Mergers and Consolidations

 The Company shall have the power to
merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine
and (to the extent required by the Statute) with the approval of a Special Resolution.

 50 Business Combination

 50.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing
upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution
of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions
of this Article shall prevail.

 50.2 Prior to the consummation of a Business Combination, the Company shall either:

 (a) submit such Business Combination to its Members for approval; or

 (b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net
of taxes payable) divided by the number of then issued Public Shares.

 50.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange
Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission
prior to completing such Business Combination which contain substantially the same financial and other information about such Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a
general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities
and Exchange Commission.

 50.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article,
in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business
Combination.

 37

 50.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection
with any vote on a proposed Business Combination, elect to have their Public Shares redeemed for cash in accordance with any applicable
requirements provided for in the related proxy materials (the IPO Redemption ), including, without limitation, such requirements
with respect to the deadline for making such election (the Election Deadline ), provided that (a) no such Member, together with
any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%) of the Public Shares
in the aggregate without the prior consent of the Company and (b) if the Company requires in its sole discretion, any holder that holds
Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to
validly redeem such Public Shares. Notwithstanding the foregoing sentence, the board of Directors may, at any time and either before or
after the initially scheduled vote on a Business Combination, in its sole discretion extend the Election Deadline to a later date and
may extend an Election Deadline which has already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless
of whether he is abstaining from voting on or voting for or against such proposed Business Combination, a per-Share redemption price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by
the number of then issued Public Shares (such redemption price being referred to herein as the Redemption Price ), subject to Applicable
Law, but only in the event that the applicable proposed Business Combination is approved and consummated.

 50.6 A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine
(in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

 50.7 In the event that the Company does not consummate a Business Combination within the Completion Window,
the Company shall:

 (a) cease all operations except for the purpose of winding up;

 (b) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully
available funds, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of
interest to pay liquidation and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely
extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any) subject
to applicable law; and

 (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining Members and the Directors, liquidate and dissolve,

 subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of Applicable Law.

 38

 50.8 In the event that any amendment is made to the Articles:

 (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business
Combination within the Completion Window; or

 (b) with respect to any other material provisions relating to (i) the rights of holders of Class A Shares;
or (ii) pre-initial Business Combination activity,

 each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon approval of
any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then issued
and outstanding, subject to Applicable Law.

 50.9 Except for any amounts released by the Company to pay taxes, none of the funds in the Trust Account shall
be released from the Trust Account until the earlier of: (i) an IPO Redemption pursuant to Article 50.5; (ii) a repurchase of Shares by
means of a tender offer pursuant to Article 50.2(b); (iii) a distribution of the Trust Account pursuant to Article 50.7 or (iv) an amendment
under Article 50.8. A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of (i)
to (iv) under this Article 50.9. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the
Trust Account.

 50.10 Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17
where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and
prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would
entitle the holders thereof to:

 (a) receive funds from the Trust Account; or

 (b) vote as a class with Public Shares on a Business Combination.

 50.11 A Director may vote in respect of a Business Combination in which such Director has a conflict of interest
with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.

 50.12 The Company shall not enter into an initial Business Combination solely with another blank cheque company
or a similar company with nominal operations.

 39

 50.13 The Company may enter into a Business Combination with a target business that is an Affiliate of the Sponsor,
an Officer or a Director. In the event the Company seeks to complete a Business Combination with a target business that is an Affiliate
of the Sponsor, an Officer or a Director, the Company, or a committee of Independent Directors, shall obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid
by the Company in such a Business Combination is fair to the Company from a financial point of view.

 51 Certain Tax Filings

 Each Tax Filing Authorised Person
and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8
BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities
or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms
as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any
Tax Filing Authorised Person or such other person prior to the date of the Articles.

 52 Business Opportunities

 52.1 To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or
similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which (a) may be a corporate opportunity for any Director or Officer, on the one hand, and the Company, on the other or (b) the presentation
of which would breach an existing legal obligation of a Director or an Officer to any other entity. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, no Director or Officer shall have any duty to communicate or offer any
such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a
Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself,
himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate
opportunity to the Company.

 52.2 Except as provided elsewhere in this Article, to the fullest extent permitted by Applicable Law the Company
hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for both the Company and a Director or an Officer , about which a Director and/or Officer
acquires knowledge.

 52.3 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that
is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted
by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted
by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in
the past.

 40

 52.4 Notwithstanding anything to the contrary in this Article, such renouncement shall not apply to any business
opportunity that is expressly offered to such person solely in his or her capacity as a Director or Officer of the Company and it is an
opportunity the Company is able to complete on a reasonable basis.

 53 Exclusive Jurisdiction

 53.1 Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman
Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles
or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to:

 (a) any derivative action or proceeding brought on behalf of the Company;

 (b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,
Officer or other employee of the Company to the Company or the Members;

 (c) any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles;
or

 (d) any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”
(as such concept is recognised under the laws of the United States of America).

 53.2 Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over
all such claims or disputes.

 53.3 Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum
and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

 53.4 This Article 53 shall not apply to any action or suits brought to enforce any liability or duty created
by the U.S. Securities Act of 1933, as amended, the Exchange Act, or…

EX-4.1 · RIGHTS AGREEMENT, DATED JUNE 9, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL

EX-4.1
 4
 ea029444401ex4-1.htm
 RIGHTS AGREEMENT, DATED JUNE 9, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT

 Exhibit 4.1

 SHARE RIGHTS AGREEMENT

 This Share Rights Agreement
(this “ Agreement ”) is made as of June 9, 2026 between RMG ML Sports Holdings, a Cayman Islands exempted company
(the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent
(in such capacity, the “ Share Rights Agent ”).

 WHEREAS, the Company has entered
into an agreement with Santander US Capital Markets LLC (“ Representative ”), as representative of the several
underwriters, for the Company’s initial public offering (“ Public Offering ”) pursuant to which the underwriters
will purchase up to an aggregate of 23,000,000 units (including up to 3,000,000 additional units if the underwriters’ over-allotment
option is exercised in full), each unit (“ Unit ”) comprised of one Class A ordinary share of the Company, $0.0001
par value (the “ Ordinary Shares ”), and one right to receive one-eighth (1/8) of one Ordinary Share (a “ Public
Share Right ”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver
up to an aggregate of 23,000,000 Public Share Rights upon consummation of such Public Offering, 3,000,000 of which are attributable to
the over-allotment option;

 WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “ SEC ”) a Registration Statement on Form S-1, File No. 333-293853,
as amended (“ Registration Statement ”), for the registration, under the Securities Act of 1933, as amended (the
“ Securities Act ”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable
to the holders of the Units and Public Share Rights;

 WHEREAS, the Company has entered
into an agreement with RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”)
to purchase an aggregate of 210,000 private placement units in a private placement transaction to occur simultaneously with the consummation
of the Public Offering at a purchase price of $10.00 per private placement unit, with each Unit comprised of one Ordinary Share and one
Share Right (the “ Private Share Rights ”) to receive one-eighth (1/8) of one Ordinary Share upon the happening
of the triggering event described herein;

 WHEREAS, up to $1,500,000
of working capital loans, as described in the Registration Statement, may be converted into up to 150,000 private placement-equivalent
units at a price of $10.00 per unit, with each Unit comprised of one Ordinary Share and one Share Right (the “ Working Capital
Share Rights ”, together with the Private Share Rights and the Public Share Rights, the “ Share Rights ”);

 WHEREAS, the Company desires
the Share Rights Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance,
registration, transfer and exchange of the Share Rights;

 WHEREAS, the Company desires
to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and

 WHEREAS, all acts and things
have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by
or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.

 NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:

 1. Appointment
of Share Rights Agent . The Company hereby appoints the Share Rights Agent to act as agent for the Company for the Share Rights, and
the Share Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.

 2. Share
Rights .

 2.1 Form
of Share Right . Each Share Right shall be issued in registered or book-entry form, as requested by the Company or the holder of a
Share Right. Any Share Rights issued in registered form shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein, and shall be signed by, or bear the facsimile signature of any director of the Company, the Chairman of the Board,
the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Chief Financial Officer, or Secretary. In the
event the person whose facsimile signature has been placed upon any Share Right shall have ceased to serve in the capacity in which such
person signed the Share Right before such Share Right is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.

 2.2 Effect
of Countersignature . Except with respect to uncertificated Share Rights as described in Section 2.1, unless and until countersigned
by the Share Rights Agent pursuant to this Agreement, a registered Share Right shall be invalid and of no effect and may not be exchanged
for Ordinary Shares.

 2.3 Registration .

 2.3.1 Share
Right Register . The Share Rights Agent shall maintain books (“ Right Register ”) for the registration of original
issuance and the registration of transfer of the Share Rights. Upon the initial issuance of the Share Rights, the Share Rights Agent shall
issue and register the Share Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Share Rights Agent by the Company.

 2.3.2 Registered
Holder . Prior to due presentment for registration of transfer of any Share Right, the Company and the Share Rights Agent may deem
and treat the person in whose name such Share Right shall be registered upon the Share Right Register (“ Registered Holder ”)
as the absolute owner of such Share Right and of each Share Right represented thereby (notwithstanding any notation of ownership or other
writing on the Share Right Certificate made by anyone other than the Company or the Share Rights Agent), for the purpose of the exchange
thereof, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

 - 2 -

 2.4 Detachability
of Share Rights . The securities comprising the Units, including the Share Rights, will not be separately transferable until the fifty
second (52nd) day after the date of the prospectus included in the Registration Statement (or, if such date is not a business day, the
following business day) unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event
will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received
by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii)
the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.

 3. Terms
and Exchange of Share Rights .

 3.1 Share Rights . Each
Share Right shall entitle the holder thereof to receive one-eighth (1/8) of one Ordinary Share upon the happening of the Exchange Event
(described below). Subject to Section 3.3.1 and Section 3.3.4 below with respect to the Registered Holders of Share Rights,
in the event that the Company is not the surviving entity immediately following the Exchange Event, holders of Share Rights shall be entitled
to automatically receive the kind and amount of securities or properties of the surviving entity as the holders of each one-eighth (1/8)
of one Ordinary Share is entitled to receive in the Exchange Event. No additional consideration shall be paid by a holder of Share Rights
in order to receive his, her or its Ordinary Shares upon the Exchange Event as the purchase price for such Ordinary Shares has been included
in the purchase price for the Units. In no event will the Company be required to net cash settle the Share Rights or issue fractional
Ordinary Shares.

 3.2 Exchange
Event . The exchange event (the “ Exchange Event ”) shall be the Company’s consummation of an initial
Business Combination (as defined in the Company’s amended and restated memorandum and articles of association (as may be amended,
restated or amended and restated, the “ Articles ” ).

 3.3 Exchange
of Share Rights .

 3.3.1 Issuance
of Certificates . As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct Registered Holders of
the Share Rights to return their Share Rights Certificates (physically or electronically) to the Share Rights Agent, subject to dissenter
rights to the extent provided by applicable law, if any, in the event that the Company is not the surviving entity in a Business Combination.
Upon receipt of a valid Share Rights Certificate, the Company shall issue to the holder of such Share Right(s) the number of whole Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and in the register of
members of the Company; provided that in the event that the Company is not the surviving entity following the Exchange Event, the Company
shall notify the registered holders of Share Rights at least two business days prior to the occurrence of the Exchange Event and the registered
holders of Share Rights shall have the right to receive the kind and amount of securities or properties of the surviving entity pursuant
to Section 3.3.4 of this Agreement provided that they affirmatively elect to such conversion, unless such requirement is otherwise
waived by the Company. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the
Company be required to net cash settle the Share Rights. The Company shall not issue fractional Ordinary Shares upon exchange of Share
Rights. At the time of the Exchange Event, the Company will instruct the Share Rights Agent to round down to the nearest whole Ordinary
Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law and the Articles.

 - 3 -

 3.3.2 Valid
Issuance . All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Articles, and recorded in the
register of members of the Company, shall be validly issued, fully paid and nonassessable.

 3.3.3 Date
of Issuance . Each person whose name is entered into the register of members of the Company shall for all purposes be deemed to have
become the holder of record of such shares on the date that the person’s name is entered into the register of members of the Company,
irrespective of the date of delivery of such book-entry position.

 3.3.4 Company
Not Surviving Following Exchange Event . If the Exchange Event results in the Company not being the surviving entity, the definitive
agreement will provide for the holders of Share Rights to receive the same kind and amount of securities or properties of the surviving
entity as the holders of the Ordinary Shares will receive in the Exchange Event, for the number of Ordinary Shares such holder is entitled
to pursuant to Section 3.3.1 above.

 3.4 Duration
of Share Rights . If the Exchange Event does not occur within the time period as described in the Articles, and such Business Combination
has not yet been consummated within the applicable time period, the Share Rights shall expire and shall be worthless.

 4. Transfer
and Exchange of Share Rights .

 4.1 Registration
of Transfer . The Share Rights Agent shall register the transfer, from time to time, of any outstanding Share Right upon the Share
Right Register, in the case of certificated Share Rights, upon surrender of such Share Right for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Share Right representing an
equal aggregate number of Share Rights shall be issued and the old Share Right shall be cancelled by the Share Rights Agent. The Share
Rights so cancelled shall be delivered by the Share Rights Agent to the Company from time to time upon request.

 4.2 Procedure
for Surrender of Share Rights . Certificated Share Rights may be surrendered to the Share Rights Agent, together with a written request
for exchange or transfer, and thereupon the Share Rights Agent shall issue in exchange therefor one or more new certificated Share Rights
as requested by the Registered Holder of the Share Rights so surrendered, representing an equal aggregate number of Share Rights; provided,
however, that in the event that a Share Right surrendered for transfer bears a restrictive legend, the Share Rights Agent shall not cancel
such Share Right and issue new Share Rights in exchange therefor until the Share Rights Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Share Rights must also bear a restrictive legend.

 4.3 Fractional Share Rights .
The Share Rights Agent will not issue fractional shares in connection with an exchange or transfer of Share Rights. Fractional shares
will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law and the Articles.
As a result, a holder must hold Share Rights in multiples of eight in order to receive shares for all of their Share Rights upon an Exchange
Event.

 - 4 -

 4.4 Service
Charges . No service charge shall be made for any exchange or registration of transfer of Share Rights.

 4.5 Adjustments
to Conversion Ratios . The number of Ordinary Shares that the holders of Share Rights are entitled to receive as a result of the occurrence
of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share subdivision, share consolidation, share
dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the
Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

 4.6 Share
Right Execution and Countersignature . The Share Rights Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Share Rights required to be issued pursuant to the provisions of this Section 4 , and the Company,
whenever required by the Share Rights Agent, will supply the Share Rights Agent with Share Rights duly executed on behalf of the Company
for such purpose.

 5. Other
Provisions Relating to Share Rights of Holders of Share Rights .

 5.1 No
Share Rights as Shareholder . Until exchange of a Share Right for the issuance of Ordinary Shares as provided for herein, a Share Right
does not entitle the Registered Holder thereof to any of the Share Rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

 5.2 Lost,
Stolen, Mutilated, or Destroyed Share Rights . If any Share Right is lost, stolen, mutilated, or destroyed, the Company and the Share
Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Share Right, include the surrender thereof), issue a new Share Right of like denomination, tenor, and date as the Share Right so lost,
stolen, mutilated, or destroyed. Any such new Share Right shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Share Right shall be at any time enforceable by anyone.

 5.3 Reservation
of Ordinary Shares . The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that will be sufficient to permit the exchange of all outstanding Share Rights issued pursuant to this Agreement.

 6. Concerning
the Share Rights Agent and Other Matters .

 6.1 Payment
of Taxes . The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Share
Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Share Rights, but the Company shall not be
obligated to pay any transfer taxes in respect of the Share Rights or such shares.

 - 5 -

 6.2 Resignation,
Consolidation, or Merger of Share Rights Agent .

 6.2.1 Appointment
of Successor Share Rights Agent . The Share Rights Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Share Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Share Rights Agent in place of the Share Rights Agent. If the Company shall fail to make such appointment within a period
of 30 days after it has been notified in writing of such resignation or incapacity by the Share Rights Agent or by the holder of the Share
Right (who shall, with such notice, submit his, her or its Share Right for inspection by the Company), then the holder of any Share Right
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Share Rights Agent
at the Company’s cost. Any successor Share Rights Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan,
City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Share Rights Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Share Rights Agent with like effect as if originally named as Share Rights Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Share Rights Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Share Rights Agent all the authority,
powers, and Share Rights of such predecessor Share Rights Agent hereunder; and upon request of any successor Share Rights Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Share Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

 6.2.2 Notice
of Successor Share Rights Agent . In the event a successor Share Rights Agent shall be appointed, the Company shall give notice thereof
to the predecessor Share Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.

 6.2.3 Merger
or Consolidation of Share Rights Agent . Any corporation into which the Share Rights Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Share Rights Agent shall be a party shall be the successor
Share Rights Agent under this Agreement without any further act.

 6.3 Fees
and Expenses of Share Rights Agent .

 6.3.1 Remuneration .
The Company agrees to pay the Share Rights Agent reasonable remuneration for its services as such Share Rights Agent hereunder and will
reimburse the Share Rights Agent upon demand for all expenditures that the Share Rights Agent may reasonably incur in the execution of
its duties hereunder.

 6.3.2 Further
Assurances . The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Share Rights Agent for the
carrying out or performing of the provisions of this Agreement.

 - 6 -

 6.4 Liability
of Share Rights Agent .

 6.4.1 Reliance
on Company Statement . Whenever in the performance of its duties under this Agreement, the Share Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chairman of the Board, the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President,
Chief Financial Officer or Secretary and delivered to the Share Rights Agent. The Share Rights Agent may rely upon such statement for
any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

 6.4.2 Indemnity .
The Share Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
6.6, the Company agrees to indemnify the Share Rights Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Share Rights Agent in the execution of this Agreement except as
a result of the Share Rights Agent’s gross negligence or intentional misconduct.

 6.4.3 Exclusions .
The Share Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Share Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Share Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Share Right or
as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.

 6.5 Acceptance
of Agency . The Share Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth.

 6.6 Waiver .
The Share Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“ Claim ”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Share Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

 7. Miscellaneous
Provisions .

 7.1 Successors .
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Share Rights Agent shall bind and inure
to the benefit of their respective successors and assigns.

 - 7 -

 7.2 Notices .
Any notice, statement or demand authorized by this Agreement to be given or made by the Share Rights Agent or by the holder of any Share
Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Share Rights Agent), as follows:

 Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights
Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights
Agent with the Company), as follows:

 Continental Stock Transfer & Trust Company

 One State Street, 30th Floor

 New York, NY 10004

 Attn: Compliance Department

 And

 RMG ML Sports Holdings

 930 Tahoe Blvd STE 802 PMB 45

 Incline Village, NV 89451

 Attn: Douglas Horlick

 President and Chief Financial Officer

 with a copy to:

 Lowenstein Sandler LLP

 1251 Avenue of the Americas

 New York, New York 10020

 Attn: Daniel Forman, Esq.

 7.3 Applicable
Law and Exclusive Forum . The validity, interpretation, and performance of this Agreement and of the Share Rights shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company
in any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to
enforce any liability or duty created by the Securities Exchange Act of 1934, as amended or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in the Share Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3 . If any
action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “ foreign action ”)
in the name of any Share Rights holder, such Share Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of
the state and federal courts located within the State of New York or the United States District Court for the Southern District of New
York in connection with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”),
and (y) having service of process made upon such Share Rights holder in any such enforcement action by service upon such Share Rights
holder’s counsel in the foreign action as agent for such Share Rights holder.

 - 8 -

 7.4 Persons
Having Share Rights under this Agreement . Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Share Rights and, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the
Share Rights.

 7.5 Examination
of this Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Share Rights Agent in
the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Share Right. The Share Rights Agent
may require any such holder to submit his, her or its Share Right for inspection by it.

 7.6 Counterparts;
Electronic Signatures . This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile
as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures
and shall be considered irrevocable originally executed counterparts of this Agreement.

 7.7 Effect
of Headings . The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.

 7.8 Amendments .
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the Registered Holders in any material respect. All other modifications or amendments shall require the
written consent or vote of the Registered Holders of at least 50% of the then-outstanding Public Share Rights, to make any change that
adversely affects the interests of the Registered Holders of Public Share Rights in any material respects and, solely with respect to
any amendment to the terms of the Private Share Rights or Working Capital Share Rights or any provision of this Agreement with respect
to the Private Share Rights, or Working Capital Share Rights (including, for the avoidance of doubt, the forfeiture or cancellation of
any Private Share Rights or Working Capital Share Rights), 50% of the number of then outstanding Private Share Rights (including the vote
or written consent of the Representative) and Working Capital Share Rights.

 7.9 Severability .
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.

 [Signature Page Follows]

 - 9 -

 IN WITNESS WHEREOF, this Agreement
has been duly executed by the parties hereto as of the day and year first above written.

 RMG ML SPORTS HOLDINGS

 By:
 /s/ James Carpenter

 Name:
 James Carpenter

 Title:
 Chief Executive Officer

 CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 By:
 /s/ Vito Cirone

 Name:
 Vito Cirone

 Title:
 Vice President and Account Manager

 [ Signature Page to Share Rights Agreement ]

 EXHIBIT A

 Form of Share Right

 NUMBER
 RIGHTS

 R

 RMG ML SPORTS HOLDINGS

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

 SEE REVERSE FOR CERTAIN DEFINITIONS

 CUSIP [ ]

 THIS CERTIFIES THAT, for value received

 _____________is the registered
holder of a right or rights (the “Share Right” or “Share Rights,” respectively) to receive one-eighth of one Class
A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of RMG ML Sports Holdings (the “Company”) for
each Share Right evidenced by this Share Right Certificate on the Company’s completion of an initial business combination (as defined
in the prospectus relating to the Company’s initial public offering (“Prospectus”) and the Company’s amended and
restated memorandum and articles of association (as may be amended, restated or amended and restated, the “Articles”), upon
surrender of this Share Right Certificate pursuant to the Share Rights Agreement (the “Share Rights Agreement”) between the
Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”). In no event will the Company be required
to net cash settle any Share Right.

 Upon liquidation and dissolution
of the Company in the event an initial business combination is not consummated during the required period as identified in the Articles,
the Share Right(s) shall expire and be worthless. The holder of a Share Right or Share Rights shall have no right or interest of any kind
in the Company’s trust account (as defined in the Prospectus).

 Upon due presentment for registration
of transfer of the Share Right Certificate at the office or agency of the Share Rights Agent a new Share Right Certificate or Share Right
Certificates of like tenor and evidencing in the aggregate a like number of Share Rights shall be issued to the transferee in exchange
for this Share Right Certificate, without charge except for any applicable tax or other governmental charge.

 The Company and the Share
Rights Agent may deem and treat the registered holder as the absolute owner of this Share Right Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered
holder, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

 A- 1

 Holders of a Share Right or
Share Rights are not entitled to any of the rights of a shareholder of the Company.

 Dated :

 Director

 [Corporate Seal]

 Chief Executive Officer

 2026

 The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:

 TEN COM –
 as tenants in common
 UNIF GIFT MIN ACT-_____Custodian_____

 TEN ENT –
 as tenants by the entireties
 (Cust) (Minor)

 JT TEN –
 as joint tenants with right of survivorship and not as

 tenants in common Act
 under Uniform Gifts to Minors Act _____________ (State)

 Additional Abbreviations may also be used though
not in the above list.

 A- 2

 RMG ML SPORTS HOLDINGS

 The Company will furnish without
charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Share
Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.

 For value received, ___________________________
hereby sell, assign and transfer unto

 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)

 Rights represented by the within Certificate, and do hereby irrevocably
constitute and appoint

 Attorney to transfer the said Rights on the books of the within
named Company will full power of substitution in the premises.

 Dated

 Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate
in every particular, without alteration or enlargement or any change whatever.

 Signature(s) Guaranteed:

 THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).