placement shares and the Class A ordinary shares issuable upon exercise of the private placement warrants), until 30 days after the completion of the Issuers initial business
combination except in each case (a) to the Issuers officers or directors, any affiliate or family member of any of the Issuers officers or directors, any affiliate of the Sponsor or to any member of the Sponsor, any of their
affiliates, (b) in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable
organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) by private sales or
transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased,
(f) by virtue of the laws of the Cayman Islands or the Sponsors memorandum and articles of association, (g) in the event of the Issuers liquidation prior to the Issuers consummation of its initial business combination, or
(h) in the event that, subsequent to the Issuers consummation of an initial business combination, the Issuer completes a liquidation, merger, share exchange or other similar transaction which results in all of the Issuers
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these
permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the Letter Agreement.
In addition, the Letter Agreement provides that in order to finance transaction costs in connection with an intended initial business
combination, the Sponsor or an affiliate of the Sponsor or any of the Issuers officers or directors may, but are not obligated to, loan to the Issuer funds as may be required. If the Issuer completes an initial business combination, the Issuer
would repay such loaned amounts. In the event that the initial business combination does not close, the Issuer may use a portion of the working capital held outside its trust account to repay such loaned amounts but no proceeds from its trust
account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the units
sold in the Issuers initial public offering. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement which is attached hereto
as Exhibit 2.
Registration Rights Agreement
On November 10, 2021, the Issuer, the Sponsor and the other holders named therein entered into a registration rights agreement (the
Registration Rights Agreement). Under the Registration Rights Agreement, the Issuer granted the Sponsor and the other holders registration rights with respect to the founder shares, private placement units (including the
underlying private placement warrants, the private placement shares and the Class A ordinary shares issuable upon exercise of the private placement warrants), and private placement units that may be issued upon conversion of working
capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Issuer register such securities. In addition, the holders have certain piggy-back registration rights with
respect to registration statements filed subsequent to the Issuers completion of its initial business combination.
The foregoing
description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement which is attached hereto as Exhibit 3.
Plans or Proposals
The ordinary shares
owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of ordinary shares from time to time and, subject to certain restrictions, may dispose of any or all of the ordinary
shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to
certain lock-up restrictions as further described above.