||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||As described in the Issuer's registration statement on Form S-1 (File No. 333-251641) (the "Registration Statement") under the heading "Description of Securities--Founder Shares."
||The common stock owned by the reporting person includes up to 900,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.
||There are five directors of the reporting person's board of directors. Any action by the reporting person, including voting and dispositive decisions, requires a vote of four out of the five directors of the board of directors. Under the so-called "rule of three", because voting and dispositive decisions are made by four out of the five directors of the board of directors, none of the directors is deemed to be a beneficial owner of shares held by the reporting person, even those in which he or she directly holds a pecuniary interest.
||Each warrant will become exercisable 30 days after the completion of the Issuer's initial business combination.
||Each warrant will expire five years after the completion of the Issuer's initial business combination.
||Includes warrants which, prior to the effective date of the Registration Statement, the reporting person irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include up to 720,000 additional warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the over-allotment option in full. Each warrant entitles the holder to purchase one share of the Issuer's common stock at a price of $11.50 per share, subject to adjustment.