Item 4 — Purpose of Transaction
Founder Shares In July 2020, the Sponsor purchased 1,150,000 founder shares for a purchase price of $25,000. In August 2021, the Issuer effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 founder shares. In January 2023, the Issuer effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 founder shares (the "Founder Shares"). Placement Units On February 17, 2023, as part of a sponsor unit subscription agreement dated February 15, 2023 (the "Unit Subscription Agreement"), the Sponsor purchased 545,000 placement units (the "Placement Units") from the Issuer for an aggregate purchase price of $5,450,000. Each Placement Unit consists of one Ordinary Share (the "Placement Share"), one warrant (each, a "Placement Warrant") and one right. Each Placement Warrant is exercisable to purchase one Ordinary Share at a price of $11.50 per share. Each right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Issuer's Business Combination. The Placement Warrants will become exercisable 30 days after the completion of the Issuer's Business Combination, and will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of the Issuer's Business Combination, or earlier upon redemption. The foregoing description of the Unit Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference. Letter Agreement The Sponsor and the Issuer entered into a letter agreement (the "Letter Agreement") pursuant to which the Sponsor has agreed to (i) waive its redemption rights with respect to its Founder Shares, Placement Shares, and any Ordinary Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in connection with the completion of the Issuer's Business Combination, (ii) waive its redemption rights with respect to its Founder Shares, Placement Shares, and Ordinary Shares in connection with a shareholder vote to approve an amendment to the Issuer's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Issuer's obligation to offer redemption rights in connection with the Business Combination or certain amendments to the Issuer's charter prior thereto or to redeem 100% of the Ordinary Shares if the Issuer does not complete the Business Combination within 9 months from the closing of its IPO or (B) with respect to any other business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to their Founder Shares and Placement Shares if the Issuer fails to complete the Business Combination within 9 months from the closing of the IPO, although the Sponsor will be entitled to liquidating distributions from the trust account with respect to any Ordinary Shares it holds if the Issuer fails to complete the Business Combination within the prescribed time frame and (iv) not sell any of its Founder Shares, Placement Shares, or Ordinary Shares to the Issuer in any tender offer undertaken by the Issuer in connection with the Business Combination. Further pursuant to the Letter Agreement, the Sponsor agreed that the Founder Shares, Placement Units, and securities contained therein are not transferable or salable (i) in the case of the Founder Shares, until the earlier of (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) with respect to 50% of the Founder Shares, if the last sale price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date following the completion of the Business Combination on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, and (ii) in the case of the Placement Units, including the component securities therein, until 30 days after the completion of the Business Combination, with certain limited exceptions. Voting Agreement Pursuant to the Letter Agreement, the Sponsor agreed to vote any Founder Shares, Placement Shares, and any Ordinary Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public shareholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding