Form 8-K

8-K — FutureCorp Space Acquisition 1

Accession: 0001213900-26-066503

Filed: 2026-06-09

Period: 2026-06-04

CIK: 0002131853

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294007-8k_future1.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS (ea029400701ex1-1.htm)

EX-4.1 — WARRANT AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (ea029400701ex4-1.htm)

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE (ea029400701ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS (ea029400701ex10-2.htm)

EX-10.3 — SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR (ea029400701ex10-3.htm)

EX-10.4 — CANTOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO (ea029400701ex10-4.htm)

EX-10.5 — LETTER AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS, DIRECTORS, AND THE SPONSOR (ea029400701ex10-5.htm)

EX-10.7 — ADMINISTRATIVE SERVICES AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND FUTURECORP SPACE ACQUISITION 1 LLC (ea029400701ex10-7.htm)

EX-99.1 — PRESS RELEASE, DATED JUNE 4, 2026 (ea029400701ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED JUNE 8, 2026 (ea029400701ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-04

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2026-06-04

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2026-06-04

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2026-06-04

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 4, 2026

FutureCorp Space Acquisition 1

(Exact name of registrant as specified in its charter)

Cayman Islands

001-43330

98-1935958

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

8605 Santa Monica Blvd.

#54207

Los

Angeles, California 90069

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (213) 524-9594

Not

Applicable

(Former name or former address, if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

FTRAU

The New York Stock Exchange LLC

Class A ordinary shares, par value $0.0001 per share

FTRA

The New York Stock Exchange LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

FTRAUW

The New York Stock Exchange LLC

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

June 4, 2026, FutureCorp Space Acquisition 1 (the “Company”) consummated its initial public offering (“IPO”)

of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise in full by the underwriters

of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),

and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder

thereof to purchase one Class A Ordinary Share for $11.50 per share.

connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s

Registration Statement on Form S-1 (File No. 333-296040) for the IPO, initially filed with the U.S. Securities and Exchange Commission

(the “Commission”) on May 20, 2026, as amended (the “Registration Statement”):

●

Underwriting Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the

several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated

herein by reference.

●

Warrant Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant

agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

●

Investment Management Trust Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust

Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

●

Registration Rights Agreement, dated June 4, 2026, by and among the Company and certain security holders, a copy of which is attached

as Exhibit 10.2 hereto and incorporated herein by reference.

●

Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”),

by and between the Company and FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”),

a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

●

Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “Cantor Private Placement Warrants Purchase Agreement”),

by and between the Company and Cantor Fitzgerald & Co., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein

by reference.

●

Letter Agreement, dated June 4, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors

and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

●

Indemnity

Agreements, dated June 4, 2026, by and among the Company and each Director (as defined below) and executive officer of the Company,

a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

●

Administrative Services Agreement, dated June 4, 2026 (the “Administrative Services Agreement”), by and between

the Company and FutureCorp Space Acquisition 1 LLC, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by

reference.

The

material terms of such agreements are fully described in the Company’s final prospectus, dated June 4, 2026, as filed with the

Commission on June 5, 2026 (the “Prospectus”) and are incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously

with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants

Purchase Agreement, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”)

to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50

per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 6,000,000 Private Placement Warrants,

the Sponsor purchased 4,000,000 Private Placement Warrants and the Representative purchased 2,000,000 Private Placement Warrants. The

Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as

otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The

issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

June 4, 2026, in connection with the IPO, David J. Anderman, Shawn K. Pelsinger and John R. Tuttle were appointed to the board of directors

of the Company (the “Board”) (collectively with Sudhin R. Shahani and Joshua B. Marks, the “Directors”).

David J. Anderman, Shawn K. Pelsinger and John R. Tuttle are independent directors. Effective June 4, 2026, Messrs. Tuttle, Pelsinger

and Anderman were appointed to the Board’s Audit Committee, with Mr. Tuttle serving as chair of the Audit Committee. Effective

June 4, 2026, Messrs. Anderman and Pelsinger were appointed to the Board’s Compensation Committee, with Mr. Anderman serving as

chair of the Compensation Committee. Effective June 4, 2026, Messrs. Tuttle, Pelsinger and Anderman were appointed to the Board’s

Nominating and Corporate Governance Committee, with Mr. Anderman serving as chair of the Nominating and Corporate Governance Committee.

Following

the appointment of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class

I, consisting of Sudhin R. Shahani and Joshua B. Marks, will expire at the Company’s first annual general meeting. The term of

office of the second class of directors, Class II, consisting of Shawn K. Pelsinger, will expire at the Company’s second annual

general meeting. The term of office of the third class of directors, Class III, consisting of John R. Tuttle and David J. Anderman, will

expire at the Company’s third annual general meeting.

June 4, 2026, in connection with their appointments to the Board, each of the Directors entered into the Letter Agreement as well as

an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing,

none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,

nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The

foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in

their entireties by reference to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibit 10.5

and 10.6 hereto, respectively, and are incorporated herein by reference.

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

June 4, 2026, in connection with the IPO, the Company’s amended and restated memorandum and articles of association (the “Amended

and Restated Memorandum and Articles of Association”), filed with the Cayman Islands Registrar of Companies, became effective.

The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated

herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete

and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is

attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01.

Other Events.

total of $230,000,000 of the proceeds from the IPO (which amount includes $9,800,000 of the underwriters’ deferred discount) and

the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust

Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company

to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust

account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s

public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier

liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s

public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and

Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it

has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material

provisions relating to shareholders’ rights or pre-initial business combination activity.

June 4, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this

Current Report on Form 8-K.

June 8, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this

Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

1.1

Underwriting Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.

3.1

Amended and Restated Memorandum and Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-296040), filed by the Company on May 20, 2026).

4.1

Warrant Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

10.1

Investment Management Trust Agreement, June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.2

Registration Rights Agreement, dated June 4, 2026, by and among the Company and certain security holders.

10.3

Sponsor Private Placement Warrants Purchase Agreement, dated June 4, 2026, by and between the Company and the Sponsor.

10.4

Cantor Private Placement Units Purchase Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co.

10.5

Letter Agreement, dated June 4, 2026, by and among the Company, its officers, directors, and the Sponsor.

10.6

Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-296040), filed by the Company on May 20, 2026).

10.7

Administrative Services Agreement, dated June 4, 2026, by and between the Company and FutureCorp Space Acquisition 1 LLC.

99.1

Press Release, dated June 4, 2026.

99.2

Press Release, dated June 8, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

FUTURECORP

SPACE ACQUISITION 1

By:

/s/

Joshua Marks

Name:

Joshua

Marks

Title:

Chief Executive Officer and

Chief Financial Officer

Dated:

June 9, 2026

EX-1.1 — UNDERWRITING AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS

EX-1.1

Filename: ea029400701ex1-1.htm · Sequence: 2

Exhibit 1.1

UNDERWRITING AGREEMENT

between

FUTURECORP SPACE ACQUISITION 1

and

CANTOR FITZGERALD & CO.

Dated: June 4, 2026

FUTURECORP SPACE ACQUISITION 1

UNDERWRITING AGREEMENT

New York, New York

June 4, 2026

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

As Representative of the Several Underwriters

named on Schedule A hereto

Ladies and Gentlemen:

The undersigned, FutureCorp

Space Acquisition 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald

& Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A

hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively

referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided

that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor)

as follows:

Purchase and Sale of Securities.

1.1

Firm Securities.

1.1.1

Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and

conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters

agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm Units”)

of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase

price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.40

per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00

per Firm Unit. Each Firm Unit consists of one (1) Class A ordinary share, $0.0001 par value per share (“Ordinary Share”),

of the Company (the “Public Shares”), and one-half of one (1) redeemable warrant (the “Public Warrants”).

The Public Shares and the Public Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the

date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative

determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Public Shares and

the Public Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission

(the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s

receipt of the proceeds of the Offering and the Private Placement (as defined in Section 1.4.2) and updated financial information

with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised

prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin.

Each whole Warrant (as defined in Section 1.4.2) entitles its holder to purchase one (1) Ordinary Share for $11.50 per share,

subject to adjustment, at any time commencing thirty (30) days after the consummation by the Company of a merger, amalgamation, share

exchange, asset acquisition, share purchase, reorganization, or similar business combination involving the Company with one (1) or more

businesses or entities (the “Business Combination”), and expiring on the five (5) year anniversary of the consummation

by the Company of its initial Business Combination (such consummation, the “Business Combination Closing”), or earlier

upon redemption of the Public Shares or liquidation of the Company.

1.1.2 Payment and

Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first

(1st) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as

shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the

Underwriters (“EGS”), or at such other place as shall be agreed upon by the Representative and the Company. The

hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units

shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $200,000,000 of the proceeds

received by the Company for the Firm Units and the sale of the Placement Warrants (as defined in Section 1.4.2) shall be

deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public

Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to

the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental

Stock Transfer & Trust Company (“CST”). The funds deposited in the Trust Account shall include an aggregate

of $8,000,000 ($0.40 per Firm Unit), payable to the Representative, for its own account, as Deferred Underwriting Commission, in

accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units (less commissions

and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company

upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm

Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters.

The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in

writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the

Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior

to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by

the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of

Public Shares sold as part of the Units (as defined in Section 1.2.1) in the Offering or acquired in the aftermarket,

including the Sponsor (as defined below) and any officer or director of the Company, to the extent, he, she or it acquires such

Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any

day other than a Saturday, a Sunday, or other day on which commercial banks in The City of New York are authorized or required

by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or

required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential

employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any

governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The

City of New York are generally open for use by customers on such day.

1.2

Over-Allotment Option.

1.2.1

Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase

up to an additional 3,000,000 units (the “Option Units”), the net proceeds of which will be deposited in the Trust

Account, solely for the purposes of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units.

Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall, at the Representative’s election,

be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such

Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative

to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”

and the Units, the Public Shares, the Public Warrants included in the Units, and the Ordinary Shares issuable upon exercise of the Public

Warrants are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered

unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any

portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any

time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm

Unit set forth in Section 1.1.1 hereof.

1.2.2 Exercise of

Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as

to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date

(“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The

Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The

Over-allotment Option granted hereby may be exercised by the giving of oral or written notice to the Company by the Representative,

which must be confirmed in accordance with Section 9.1 herein setting forth the number of Option Units to be purchased

and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will

not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be

agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or

other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the

Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the

Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set

forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

1.2.3

Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal

(same day) funds, payable as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon

delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units

(or through the facilities of DTC) for the account of the Representative. The amount of the payments for the Option Units to be deposited

in the Trust Account will include $0.60 per Option Unit (up to $1,800,000), payable to the Representative, for its own account, as Deferred

Underwriting Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered

will be in such denominations and registered in such names as the Representative requests in writing not less than two (2) full Business

Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection,

checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business

Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by

the Representative for applicable Option Units.

1.3

Deferred Underwriting Commission. The Representative agrees that 4.0% of the gross proceeds from the sale of the Firm Units

($8,000,000) and 6.0% of the gross proceeds from the sale of the Option Units (up to $1,800,000) (collectively, the “Deferred

Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without

accrued interest, to the Representative for its own account upon the occurrence of a Business Combination Closing. The Trust Agreement

shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with

respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the

Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business

Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context,

the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees

that: (i) the Underwriters shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest

thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be

distributed on a pro-rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications

to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively

by the Representative on behalf of the Underwriters. Any amounts paid in Deferred Underwriting Commission will be fully earned by each

Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter on the closing of this Offering (including

payment of the purchase price of any Option Units) and will be paid if and when the Company consummates its Business Combination, and

for the avoidance of doubt, no Underwriter shall have any obligations hereunder to provide any services in connection with an initial

Business Combination, without any further conditions. Notwithstanding anything to the contrary in this Agreement, each Underwriter may

at any time prior to the Business Combination Closing and in its sole and absolute discretion, by written notice to the Company, elect

to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company and the Representative agree to instruct

the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Business Combination Closing. For

the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter

to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement.

1.4

Private Placements.

1.4.1 Founder

Shares. On March 31, 2026, the Company’s sponsor, FutureCorp Space Acquisition 1 LLC (formerly known as Pubco Space

Acquisition 1 LLC) (the “Sponsor”) in a private placement exempt from registration under Section 4(a)(2) of the

Securities Act of 1933, as amended (the “Act”), paid $25,000 to cover certain expenses on behalf of the Company

in exchange for the issuance of an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the

“Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of

1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be

payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder

Shares may be sold, assigned or transferred by the Sponsor or the Company’s officers or directors until the earlier to occur

of: (A) one (1) year after the completion of the initial Business Combination and (B) subsequent to the Company’s

Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as

adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20)

trading days within any 30-trading day period commencing at least one hundred and fifty (150) days after the initial Business

Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction

that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other

property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the

Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have

redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the

Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then

outstanding will comprise 20.0% of the issued and outstanding ordinary shares of the Company after giving effect to the Offering and

exercise, if any, of the Over-allotment Option.

1.4.2

Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company, pursuant to the

Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants (whether or not the

Over-allotment Option is then-exercised in full in accordance with Section 1.2), which private placement warrants are substantially

identical to the Public Warrants subject to certain exceptions described in Section 1.4.3 (the “Placement Warrants”,

and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company,

pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), an aggregate of 2,000,000 Placement

Warrants (whether or not the Over-allotment Option is then-exercised in full in accordance with Section 1.2), each at a purchase

price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2)

of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Private

Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor

or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination.

Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and

agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase

Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be

subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited

exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by

the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor

may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition

of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member

participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain

subject to the lock-up restriction for the remainder of the time period.

1.4.3

The Placement Warrants and Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively

as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been or will be payable

in connection with the Placement Securities. The Placement Warrants are identical to the Public Warrants except that (i) the Placement

Warrants (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold by the holders until thirty (30) days after the completion of the Company’s initial Business Combination; and (ii) the

Placement Warrants (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights. In addition,

with respect to Placement Warrants held by the Representative and/or its designees, such Placement Warrants will be subject to the lock-up

and registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five (5) years from the commencement

of sales in the Offering in accordance with FINRA Rule 5110(g)(8). The Public Securities, the Placement Securities and the Founder

Shares are hereinafter referred to collectively as the “Securities”.

1.5

Working Capital. Upon consummation of the Offering and the Private Placement, it is intended that approximately $1,250,000

of the proceeds from the Offering and the Private Placement will be available to the Company and held outside of the Trust Account to

fund the working capital requirements of the Company.

1.6

Interest Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation

and dissolution, interest earned on the Trust Account may be released to the Company from the Trust Account in accordance with the terms

of the Trust Agreement to pay any taxes incurred by the Company (other than excise or similar taxes that may be due or payable) and up

to $100,000 for dissolution expenses, all as more fully described in the Prospectus (as defined in Section 2.1.1).

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

2.1

Filing of Registration Statement.

2.1.1

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”)

a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-296040), including any related preliminary

prospectus (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately

prior to the effectiveness of the Registration Statement, for the registration of the Units, Public Shares and Public Warrants under the

Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of

the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use

of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except

as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration

statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part

thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations),

is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included

in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time

of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations),

is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale,” as used

in the Act, means 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared

a Preliminary Prospectus, which was included in the Registration Statement filed on June 2, 2026, for distribution by the Underwriters

(such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the

Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the

Act registering additional securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration

Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be

deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed,

becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission. All of

the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b)

Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b) Registration

Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of

this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary Prospectus included an untrue

statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading, and the Company and the Representative agree to provide an opportunity to purchasers of the

Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed

to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

2.1.2

Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File

Number 001-43330) providing for the registration

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Public Shares and the

Public Warrants. The registration of the Units, Public Shares and Public Warrants under the Exchange Act has been declared effective by

the Commission on the date hereof and the Units, the Public Shares and the Public Warrants have been registered pursuant to Section 12(b)

of the Exchange Act.

2.1.3

No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal,

state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration

Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the

Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

2.2

Disclosures in Registration Statement.

2.2.1

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment

to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are required to be stated

therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the

Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as

of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the

Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not,

include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or

such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to

state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed

as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a)

of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus

or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale

Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations

and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The

representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance

upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly

for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto.

The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following:

the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the section entitled

“Underwriting,” the information with respect to short positions and stabilizing transactions contained in the section entitled

“Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters”

(such information, collectively, the “Underwriters’ Information”).

2.2.2 Disclosure of

Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the

Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other

documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed

with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other

instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be

bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or

attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly

executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge,

assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be

limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as

enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws,

and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the

equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or

instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable

inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no

event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder.

To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such

agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree

of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses,

including, without limitation, those relating to environmental laws and regulations.

2.2.3

Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for

the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s

formation, except as disclosed in the Registration Statement.

2.2.4

Regulations. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning

the effects of federal, foreign, state and local regulation on the Company’s business as currently contemplated are correct in all

material respects and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances

in which they were made, not misleading.

2.3

Changes After Dates in Registration Statement.

2.3.1

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the

Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse

change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions

entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board

of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no

event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability

of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus.

2.3.2

Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,

the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;

or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.

2.4

Independent Registered Public Accounting Firm. To the Company’s knowledge, assuming reasonable inquiry, WithumSmith+Brown,

PC (“Withum”), whose report is filed with the Commission as part of, and is included in, the Registration Statement,

the Sale Preliminary Prospectus, and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations

and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by

such entity. To the Company’s knowledge, assuming reasonable inquiry, Withum is currently registered with the PCAOB. Withum has

not, during the periods covered by the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and

the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

2.5

Financial Statements; Statistical Data.

2.5.1 Financial

Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and

the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in

conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout

the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the

Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial

statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Sale

Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose

all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships

of the Company with unconsolidated entities or other persons that may have a material current or future effect on the

Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital

resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are

required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with

Regulation S-X or Form S-1 that have not been included as required.

2.5.2

Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the

Sale Preliminary Prospectus, and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith

believes are reliable and accurate, and such data materially agree with the sources from which they are derived.

2.6

Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale

Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in

the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement,

the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case

may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the

Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may

be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or

any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants,

rights or convertible securities.

2.7

Valid Issuance of Securities.

2.7.1

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated

by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights

of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities

was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by

the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto

contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of

the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities

or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration

requirements.

2.7.2 Securities Sold

Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid

for in accordance with this Agreement and in respect of the Ordinary Shares, registered in the Company’s register of members,

will be validly issued, and the Ordinary Shares will be fully paid and non-assessable, and the holders thereof are not and will not

be subject to personal liability by reason of being such holders. The Public Securities are not and will not be subject to the

preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all

corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly

taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s

incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof

contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and

issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver

the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants

will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be

limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as

enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and

(iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the

equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares

issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon

payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement

(as defined in Section 2.23) and registered in the Company’s register of members such Ordinary Shares will be duly

and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and

will not be subject to personal liability by reason of being such holders.

2.7.3

Placement Securities. When paid for and issued, the Placement Warrants will constitute valid and binding obligations of

the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and will

be enforceable against the Company in accordance with their terms, except: (i) as such enforceability may be limited by bankruptcy,

insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification

or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific

performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court

before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved

for issuance and, when issued and delivered in accordance with the terms of the Placement Warrants and the Warrant Agreement (as defined

in Section 2.23) and registered in the Company’s register of members, such Ordinary Shares will be duly and validly

authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject

to personal liability by reason of being such holders.

2.7.4

No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any

securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.

2.8

Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus

and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities

of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such

securities in a registration statement to be filed by the Company.

2.9

Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1),

the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section

2.21.4), the Registration Rights Agreement (as defined in Section 2.21.5) and the Purchase Agreements (as defined in Section 2.21.3)

(collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company

and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in

accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization

or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification

or contribution provision may be limited under the foreign, federal and state securities laws and (iii) that the remedy of specific

performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court

before which any proceeding therefor may be brought.

2.10

No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation

by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof

do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or

conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination

or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation,

condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the

Trust Agreement; (ii) result in any violation of the provisions of the Company’s amended and restated memorandum and articles

of association, as may be amended and/or restated from time to time, of the Company (collectively, the “Charter Documents”);

or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or

court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date

hereof.

2.11 No Defaults;

Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any

license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument

evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the

Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any

term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation,

judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its

properties or businesses.

2.12

Corporate Power; Licenses; Consents.

2.12.1 Conduct of

Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,

licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof

to conduct its business for the purposes described in the Registration Statement, the Sale Preliminary Prospectus and the

Prospectus. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects

of foreign, federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated

are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading. Since its formation, the

Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of

the Offering or as otherwise described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, as

applicable.

2.12.2 Transactions

Contemplated. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry

out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection

herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency

or other body, foreign or domestic, is required for the valid issuance, sale, and delivery, of the Securities and the consummation

of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the

Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the

rules of The Nasdaq Stock Market (“Nasdaq”), and the rules and regulations promulgated by FINRA.

2.12.3 Jurisdiction and

Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent

permitted by law, legally, validly and irrevocably submitted, to the jurisdiction of any New York State or United States

Federal court sitting in The City of New York, Borough of Manhattan.

2.13

D&O Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the

questionnaires (the “Questionnaires”) completed by each of the Company’s officers, directors and shareholders

(the “Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders contained in

the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct

and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by

each Insider to become inaccurate, incorrect or incomplete.

2.14

Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation

or governmental proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving

the Company or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider

that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus

or the Questionnaires.

2.15

Good Standing. The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and is

in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing

as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification,

except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets,

prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business

(a “Material Adverse Effect”).

2.16

No Contemplation of a Business Combination. The Company has not selected any specific Business Combination target (each

a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly

or indirectly, with any Target Business.

2.17

Transactions Requiring Disclosure to FINRA.

2.17.1

Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of

a brokerage commission or finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the

Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming

reasonable inquiry, any Insider, that may affect the Underwriters’ compensation, as determined by FINRA.

2.17.2

Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to:

(i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company

or introducing to the Company persons who raised or provided capital to the Company; or (ii) any “participating member,”

as defined in FINRA Rule 5110(j)(15) (a “Participating Member”), within the 180-day period prior to the initial

filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company

has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a Participating Member

within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company

have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship

or affiliation or association with any Participating Member. Except with respect to the Representative in connection with the Offering,

the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type

of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement

or agreement provides for the receipt of any “underwriting compensation,” as defined in FINRA Rule 5110, by any Participating

Member.

2.17.3

FINRA Affiliation. To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including

the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless

of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member

(as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and EGS if it learns

that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated

person of a Participating Member.

2.17.4

Share Ownership. To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including

the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any Participating

Member (other than securities purchased on the open market).

2.17.5

Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s

unregistered securities has made a subordinated loan to any Participating Member.

2.17.6

Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the

Placement Warrants will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except

as specifically authorized herein.

2.17.7

Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict

of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or

its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated

debt or common equity, or 10% or more of the Company’s preferred equity.

2.18

Taxes.

2.18.1

There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or

any political subdivision of the United States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection

with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.

2.18.2 The Company has

filed all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the

date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown

as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against

it, to the extent that any of the foregoing is due and payable, in the case of each of the foregoing, except where the failure to

file or pay, as applicable, would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable

financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and

franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

2.19

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

2.19.1 Foreign Corrupt

Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any

other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit

(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of

a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or

foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position

to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that

(i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding,

(ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might

adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its

accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt

Practices Act of 1977, as amended.

2.19.2 Currency and

Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with

(i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial

recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, including the

Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering

statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the

“Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the

Company’s knowledge, assuming reasonable inquiry, threatened.

2.19.3 Patriot Act.

Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act

of 1970, as amended, or Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.

2.20

Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the

Offering and delivered to the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters

as to the matters covered thereby.

2.21

Agreements With Insiders.

2.21.1 Insider

Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such

enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,

(ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign, federal and

state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may

be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), a form

of which is annexed as an exhibit to the Registration Statement (the “Insider Letter”), pursuant to which each of

the Insiders of the Company agree to certain matters.

2.21.2 Sponsor Purchase

Agreement. The Company and the Sponsor have executed and delivered a Private Placement Warrants Purchase Agreement, the form of

which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to

which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the

Placement Warrants to be sold to the Sponsor described in Section 1.4.2. Pursuant to the Insider Letter, the Sponsor has

waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of

the Placement Warrants. Certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust

Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Purchase

Agreement.

2.21.3 Representative

Purchase Agreement. The Company and the Representative have executed and delivered a Private Placement Warrants Purchase

Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase

Agreement”, and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to

which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price

for the Placement Warrants to be sold to the Representative described in Section 1.4.2. Pursuant to the Representative

Purchase Agreement, the Representative has waived any and all rights and claims it may have to any proceeds, and any interest

thereon, held in the Trust Account in respect of the Placement Warrants. Certain proceeds from the sale of the Placement Warrants

will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as

provided for in the Representative Purchase Agreement.

2.21.4 Administrative

Services. The Company and the Sponsor have entered into an agreement (the “Services Agreement”) substantially

in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor will make available to the Company for

the Company’s use, office space, utilities, secretarial and

administrative support, and other related services rendered to the Company’s management team, for $20,000, per month,

on an accrual basis, commencing on the closing of the Offering and continuing until the earlier of the consummation by the Company

of a Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the

Services Agreement.

2.21.5 Registration

Rights Agreement. The Company, the Sponsor, the Representative and the other security holders party thereto have entered into a

Registration Rights Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit

to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to the securities

of the Company they hold or may hold, as set forth in such Registration Rights Agreement and described more fully in the

Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

2.21.6 Loans. The

Sponsor has agreed to make loans to the Company in the aggregate amount of up to $400,000 (“Insider Loans”)

pursuant to promissory notes substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not

bear any interest and are repayable by the Company on the earlier of December 31, 2026 or the consummation of the Offering. The loan

will be repaid out of the $1,250,000 of offering proceeds that has been allocated to the payment of offering expenses. As of March

31, 2026, the Company had no borrowings under the promissory note.

2.22

Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds

of the Offering and the Private Placement substantially in the form annexed as an exhibit to the Registration Statement.

2.23

Warrant Agreement. The Company has entered into a warrant agreement with CST with respect to the Public Warrants comprising

part of the Units, the Placement Warrants and certain other warrants that may be issued by the Company substantially in the form filed

as an exhibit to the Registration Statement (“Warrant Agreement”).

2.24

No Existing Non-Competition Agreements. To the Company’s knowledge, assuming reasonable inquiry, no Insider is subject

to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such

Insider’s ability to serve as an employee, officer and/or director of the Company, as applicable, except as disclosed in the Registration

Statement.

2.25 Investments.

No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended

(“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the

Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in

Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the

Investment Company Act.

2.26

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated

and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required,

to register as an “investment company” under the Investment Company Act.

2.27

Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture,

trust or other business entity.

2.28

Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and

any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances

(except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or

for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the

Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged

for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the

Company.

2.29

No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with

the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s

or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish

favorable information about the Company or any such affiliate.

2.30

Sarbanes-Oxley. The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley

Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder and related

or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the

date hereof.

2.31

Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the

later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and

sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

2.32

Nasdaq. The Units, Public Shares and Public Warrants have been authorized for listing, subject to official notice of issuance

and evidence of satisfactory distribution, on Nasdaq and the Company knows of no reason or set of facts that is likely to adversely affect

such authorization.

2.33

Board of Directors. As of the date the Units commence trading on Nasdaq, the Board of Directors of the Company will be comprised

of the persons set forth as “Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus

and the Prospectus captioned “Management.” As of the date the Units commence trading on Nasdaq, the qualifications of the

persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act and the rules promulgated

thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As of the Effective Date, the Company will have

an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act and the rules promulgated thereunder and the

rules of Nasdaq, including the permitted phase-in requirements under the rules of Nasdaq.

2.34

Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth

company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

2.35 No

Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive

officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the

Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is

defined in Rule 405 under the Act) connected with the Company in any capacity at the time of sale (each, a “Company

Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad

Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification

Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised

reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to

the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any

disclosures provided thereunder.

2.36

Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that

would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free

writing prospectus” as defined in Rule 405. The Company: (a) has not 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 of Regulation

D under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the

Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications

other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication

with potential investors undertaken in reliance on Section 5(d) of the Act.

2.37

Other Covered Persons. The Company is not aware of any person (other than any Company Covered Person or Underwriter) that

has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

2.38

No Fee Arrangements. As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to

which the Company will be obligated to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting

the Company in consummating a Business Combination.

2.39

Underwriter Engagement. The Company does not have any expectation, understanding or agreement with any Underwriter for such

Underwriter to provide any additional services to the Company after the consummation of the Offering relating to the initial Business

Combination, the financing thereof or other related transactions. Any Underwriter’s provision of any such additional services in

connection with the initial Business Combination will require the Company’s separate engagement of such Underwriter in connection

with the initial Business Combination and the entry into a related written engagement agreement between such Underwriter and the Company

setting forth the terms and conditions of the additional services to be provided by such Underwriter to the Company.

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

3.1

Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or

supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and

the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.

3.2

Federal Securities Laws.

3.2.1

Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its reasonable

best efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations

under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities

in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating

to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel

for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material

fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply

with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1

hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.

3.2.2

Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters)

with the Commission pursuant to the requirements of Rule 424 of the Regulations.

3.2.3

Exchange Act Registration. The Company will use its reasonable best efforts to maintain the registration of the Units, Public

Shares and Public Warrants under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period

of five (5) years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case

of the Public Warrants, until the Public Warrants expire and are no longer exercisable or have been exercised or redeemed in full. The

Company will not deregister the Public Securities under the Exchange Act (except in connection with a going private transaction after

the completion of a Business Combination) without the prior written consent of the Representative.

3.2.4

Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or

its liquidation and dissolution, the Company shall use its best efforts to timely file with the Commission via the Electronic Data Gathering,

Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered

under Section 12(b) of the Exchange Act.

3.2.5

Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain

and thereafter maintain material compliance with each applicable provision of the Sarbanes-Oxley Act and the rules and regulations promulgated

thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with

jurisdiction over the Company.

3.3

Free-Writing Prospectus; Emerging Growth Company Status. The Company agrees that it will not make any offer relating to

the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would

otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Underwriters.

The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the earlier

of the time period set forth in the Charter Documents (the “Termination Date” or, if the Company extends the period

during which it may enter into a Business Combination, the “Extended Termination Date”) or the liquidation of the Trust

Account if a Business Combination is not consummated by the Termination Date or Extended Termination Date, as applicable.

3.4

Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to

time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each

of the Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement

or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two (2) manually executed Registration

Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein

by reference and all manually executed consents of certified experts.

3.5

Effectiveness and Events Requiring Notice to the Representative. The Company will use its reasonable best efforts to cause

the Registration Statement to remain effective until the completion of the Offering, and during that time will notify the Representative

immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto;

(ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening,

of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the

suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening,

of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement

to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the

Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material

fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement

or the Prospectus in order to make the statements therein, and in the light of the circumstances under which they were made, not misleading.

If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the

Company will make every reasonable effort to obtain promptly the lifting of such order.

3.6

Affiliated Transactions.

3.6.1

Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any

Insider unless (i) the Company obtains 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 an initial Business Combination

is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s

disinterested and independent directors.

3.6.2

Compensation to Insiders. Except as disclosed in the Prospectus and consented to by the Representative, the Company shall

not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company

prior to, or in connection with, the consummation of a Business Combination.

3.7

[Reserved.]

3.8

Reports to the Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which

the Company is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to

the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from time

to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters: (i) a copy of each

periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item

and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K

or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement

filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company

and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided that

the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable

to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed with

the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section.

3.9

Transfer Agent. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company

is required to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST is acceptable

to the Underwriters.

3.10 Payment of

Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not

paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement,

including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) expenses relating

to the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the

Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre- or post-effective amendments or

supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof

and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters,

(iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of

$4,000 per U.S. person and $5,000 per non-U.S. person, (iv) expenses relating to the preparation, printing, engraving, issuance and

delivery of the Units, the Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable

thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters

related thereto and in connection therewith, not to exceed $15,000), (vi) fees, costs and expenses incurred in listing the

Public Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all

fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due

diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of

a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel,

food and lodging expenses associated with such trips incurred by the Company or such management, and (ix) all other costs and

expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise

specifically provided for in this Section 3.10; provided that the expenses reimbursed to or paid on behalf of the

Underwriters (as governed by FINRA Rule 5110.01) shall not exceed $75,000 in the aggregate (including legal fees and fees

related to FINRA matters). If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering

payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and

the Representative prior to the Closing Date) to be paid by the Company to the Representative and others. If the Offering is not

consummated for any reason (other than a breach by the Representative of any of their obligations hereunder), then the Company shall

reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through

such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative. In addition, in the

event that the Company requests that any of the Underwriters undertake any financial and/or capital markets advisory activities or

services and/or placement agency activities or services (such activities, the “Business Combination Services,”

and such Underwriters, “Business Combination Advisors”), the Company hereby agrees to pay all reasonable and

documented out-of-pocket expenses (including, for the avoidance of doubt, background checks and legal expenses of external counsel)

incurred by such Business Combination Advisor in connection therewith and with supporting such Business Combination Advisor’s

Due Diligence Defense (as defined in Section 3.33); provided further, however, that the aggregate amount of such expenses

(including legal expenses) reimbursable by the Company shall not exceed $400,000 if the Business Combination is consummated, and

$250,000 if the Business Combination is not consummated, without the Company’s prior written consent (such consent not to be

unreasonably withheld, conditioned or delayed). The Underwriter will notify the Company when it proposes to engage legal counsel to

assist in supporting its Due Diligence Defense; however, for the avoidance of doubt, failure to timely notify the Company of such

engagement shall not negate the Company’s expense reimbursement obligations set forth herein.

3.11

Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Private Placement received by

it in a manner consistent in all material respects with the application described under the caption “Use of Proceeds” in the

Prospectus.

3.12

Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as

soon as practicable, an earnings statement (which need not be certified by independent public or independent certified public accountants

unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of

the Act) covering a period of at least twelve (12) consecutive months beginning after the Effective Date.

3.13

Notice to the Representative or FINRA.

3.13.1

Notice to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person

or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target

Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior

to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services;

and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating

Member with respect to the Offering. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential

arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection

with the Business Combination.

3.13.2

FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that

any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Participating Member.

3.13.3

Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer,

or otherwise become a member of FINRA, it shall promptly notify FINRA.

3.14

Stabilization. Neither the Company, nor, to its knowledge, assuming reasonable inquiry, any of its employees, directors

or shareholders (without the consent of the Representative) has taken and the Company will not take, and has directed its employees, directors

or shareholders not to take, directly or indirectly, any action, without the consent of the Representative, designed to or that has constituted

or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the

price of any security of the Company to facilitate the sale or resale of the Units.

3.15

Existing Lock-Up Agreement. The Company will use its best efforts to enforce all existing agreements between the Company

and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection

with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any

such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated

in such agreements.

3.16

Payment of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Business Combination,

the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Representative

for its own account, in accordance with Section 1.3; provided that the Representative has signed the joint instruction letter

attached as an exhibit to the Trust Agreement. The Underwriters shall have no claim to payment of any interest earned on the portion of

the proceeds representing the Deferred Underwriting Commission.

3.17

Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances

that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions

are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability

for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and

(iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken

with respect to any differences.

3.18

Accountants. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier

time upon which the Company is required to be liquidated, the Company shall retain Withum or another independent registered public accounting

firm reasonably acceptable to the Representative.

3.19

Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm

to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt

by the Company of the proceeds of the Offering and the Private Placement. Within four (4) Business Days after the Closing Date, the Company

shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.

Promptly, and no later than four (4) Business Days, after the Option Closing Date, if the Over-allotment Option is exercised after the

Closing Date, the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K, which

report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom, unless the receipt of such

proceeds is reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.

3.20

Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement

and the transactions contemplated hereby shall have been effected, except where failure to do so would not individually or in the aggregate,

have a Material Adverse Effect.

3.21

Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested

only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will 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

shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

3.22

Amendments to Charter Documents. The Company covenants and agrees, that, prior to its initial Business Combination, it will

not seek to amend or modify its Charter Documents, except as set forth therein.

3.23

Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s

prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding

the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required

by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter (not to

be unreasonably withheld, delayed or conditioned).

3.24 Insurance.

Until the earlier of the Company’s initial Business Combination or until such time upon which the Company is liquidated, the

Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the

Company’s directors and officers for liabilities or losses arising in connection with this Offering, including, without

limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities

laws).

3.25

Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s

expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus

to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means

a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded

in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and

purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the

Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent

that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced

in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate;

and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will

allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients

(other than any fee charged for subscription to the Internet as a whole and for on-line time).

3.26

Private Placement Proceeds. On or prior to the Effective Date, certain of the proceeds from the Private Placement provided

by the Sponsor and the Representative shall be deposited into the Trust Account in accordance with the Purchase Agreements.

3.27

Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any

public or private equity or debt financing prior to, or in connection with, the consummation of a Business Combination, unless all investors

in such financing expressly waive, in writing, any rights in or claims against the Trust Account.

3.28

Amendments to Agreements. The Company shall not amend, modify or otherwise change Section 8 of the Insider Letter (with

respect to lock-ups) without the prior written consent of the Representative, which will not be unreasonably delayed, conditioned or withheld

by the Representative. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction

signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account,

prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination,

and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

3.29

Maintenance of Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its reasonable

best efforts to maintain the listing of the Units, Public Shares and Public Warrants on Nasdaq or a national securities exchange acceptable

to the Representative.

3.30

Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities

which are issuable upon exercise of the Warrants outstanding from time to time.

3.31

Notice of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any

Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification

Event relating to any Company Covered Person.

3.32

Disqualification of S-1. Until the earlier of seven (7) years from the date hereof or until the Warrants have either expired

and are no longer exercisable or have all been exercised or redeemed, the Company will not take any action or actions that prevent or

disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon

exercise of the Warrants under the Act.

3.33 Business

Combination Securities Disclosure Documents. If any securities are issued pursuant to any registration statement or tender offer

document filed with the Commission in connection with the consummation of the Business Combination by the Company, a Target Business

or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and

any such securities, the “Business Combination Securities”), the Company shall, upon request by any Business

Combination Advisor, use its reasonable best efforts to provide or cause to be provided to such Business Combination Advisor

information and access to all persons, properties and documents to the extent necessary for such Business Combination Advisor to

complete a due diligence investigation sufficient (in the view of such Business Combination Advisor in its sole discretion) to

provide such Business Combination Advisor with a “reasonable due diligence” defense (a “Due Diligence

Defense”). As used herein, the term “reasonable due diligence” means a reasonable investigation that provides

the investigating person a reasonable ground to believe that at the time of the applicable offer, issuance or distribution of any

Business Combination Securities, no registration statement, preliminary or final prospectus, proxy statement, tender offer document

or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any

amendment or supplement to any of the foregoing, or any other marketing document used by any Registrant, filed with or furnished by

the Company to the Commission in connection with the Business Combination but excluding any filing under Rule 425 of the Act or

Rule 14a-12 of the Exchange Act (each, a “Business Combination Securities Disclosure Document”), in each

case relating to such offer, issuance or distribution, contained an untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances

under which they were made, not misleading. The Company agrees that it will use its reasonable best efforts to provide to such

Business Combination Advisor notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each

other form of public communication about the Business Combination reasonably in advance of such filing or public communication. The

Company further covenants that it will use its reasonable best efforts to ensure that any projections provided to such Business

Combination Advisor by any Registrant or prepared by any Registrant or any representative of such Registrant (a “Registrant

Representative”) and contained in any Business Combination Securities Disclosure Document, in each case, at the time they

were prepared, will have been prepared in good faith and will be based upon assumptions which, in the light of the circumstances

under which they are made, were reasonable at the time they were prepared.

3.34

Obligations in Connection with Business Combination. If requested in writing by a Business Combination Advisor, the following

shall apply:

3.34.1 Prior to entering

into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such Business

Combination is consummated:

(a) The Company agrees to

notify such Business Combination Advisor with respect to, and to permit such Business Combination Advisor, at its request, to

participate in, all diligence sessions with any Registrant or any Registrant Representative and all drafting sessions in respect of

any Business Combination Securities Disclosure Document.

(b)

The Company shall use its commercially reasonable efforts to provide drafts of all Business Combination Securities Disclosure Documents

to such Business Combination Advisor and its legal counsel reasonably in advance of the filing by the Company (or, if such filing is to

be made by a Registrant other than the Company, any filing which is required to be approved by the Company) of any Business Combination

Securities Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities Disclosure

Document to any prospective investor (or, if such filing or circulation is to be made by a Registrant other than the Company, any filing

or circulation which is required to be approved by the Company), sufficient to allow such Business Combination Advisor and its legal counsel

an opportunity to comment on such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall

not effect (i) a filing or furnishing to the Commission of any Business Combination Securities Disclosure Document which names any of

the Underwriters, their employees or their affiliates, or (ii) the issuance by the Company of any press release or the publication by

the Company of any other communication in any form if such communication relates to the Business Combination which names any of the Underwriters,

their employees or their affiliates, without the consent of such Underwriter, which consent shall not unreasonably be withheld, delayed

or conditioned.

3.34.2 Notwithstanding any

provision to the contrary herein, the Company agrees (i) that such Business Combination Advisor shall have the right, in

connection with its reasonable due diligence under Section 3.33, to retain counsel and other consultants and experts as

it may deem necessary or desirable in connection with its reasonable due diligence under Section 3.34.1 (it being

understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with

the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to

use its best efforts to ensure that each counsel to the Company and to any other Registrant provides customary negative assurance

letters to such Business Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities

Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination, in form and substance

reasonably satisfactory to the such Business Combination Advisor, and (iii) to use its best efforts to ensure that each

accounting firm or firms that were retained by the Company or by any other Registrant and that have audited any financial statements

set forth in any Business Combination Securities Disclosure Document provide customary “comfort letters” to such

Business Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities Disclosure

Document, and (y) the date of the shareholder vote to approve the Business Combination. Notwithstanding anything to the

contrary herein, the delivery of each of the negative assurance letters described in clause 3.34.2(ii) shall be contingent upon (A)

the delivery of negative assurance letters by counsel to the Target Business and such Underwriter, (B) the delivery of the comfort

letters described in clause 3.34.2(iii) and (C) the delivery of customary certificates from the chief executive officer or chief

financial officer of each of the Company and the Target Business in the form and substance reasonably requested by such Business

Combination Advisor.

3.34.3

In connection with the Business Combination, to the extent the Company retains an unaffiliated party (the “Fairness Opinion

Provider”) to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from

a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders, the Company shall, pursuant to,

and in accordance with, applicable law, disclose in reasonable detail in a Business Combination Securities Disclosure Document the results

of that report and necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all

information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection

with the preparation of its Fairness Opinion.

3.34.4

Prior to the consummation of the Business Combination, the Company shall use its reasonable best efforts to include in the definitive

agreement for the Business Combination (i) a covenant for the assignment and assumption, by the public entity resulting from the

initial Business Combination, of all of the Company’s obligations hereunder that survive the Business Combination Closing and (ii) that

such Business Combination Advisor may rely on the representations and warranties contained therein as if it were a party thereto. The

Company shall use its best efforts to ensure that each Target Business in the Business Combination agrees to deliver to such Business

Combination Advisor a certificate of an officer of such Target Business stating that to such officer’s knowledge the representations

and warranties made by the Target Business in the definitive agreement for the Business Combination are true and correct as of the date

of such certificate, subject to (A) a customary materiality standard, (B) any applicable carve-out with reference to disclosure

included in the Business Combination Securities Disclosure Document and (C) required adjustments for such representations and warranties

that speak as of a specific date. In addition, in connection with the Business Combination, the Company will, and will use its reasonable

best efforts to cause each Registrant to, comply in all material respects (x) with the obligations and covenants of the Company which

relate to the period following the Business Combination Closing set forth in Sections 3 and 5 of this Agreement and

(y) with all laws, rules and regulations applicable either to the Registrant and its business activities or to the Business Combination,

as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.

3.34.5

To the extent that the Company and/or the Target Business have engaged any financial, capital markets and/or other advisors, placement

or other agents that are broker-dealers registered with FINRA (including any of their subsidiaries and affiliates, “Other Advisors”)

in connection with the Business Combination, and such Other Advisors conduct due diligence and participate in due diligence calls and

sessions with the Company and/or the Target Business in connection therewith, and receive any due diligence deliverables (including, but

not limited to, “comfort letters” from the Company’s and the Target Business’s auditors and “negative assurance”

letters from the Company’s and the Target Business’s external legal counsel, and any other certificates, opinions or other

deliverables), then, the Underwriters shall be entitled to receive the same, participate therein or rely thereon.

3.34.6

Nothing herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses

without their express agreement or otherwise to assume any liability other than as may be expressly required under the Act.

3.34.7

The Company acknowledges and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters

to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken

by each Underwriter, in respect of itself, in its sole discretion.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as

provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof

and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made

pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

4.1

Regulatory Matters.

4.1.1

Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m.,

New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative,

and, at each of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement

shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission

and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction

of EGS.

4.1.2

FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to

the terms and arrangement and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3

No Stop Orders. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened

to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted

or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

To the Company’s knowledge, no order suspending the sale of the Units shall have been issued in any jurisdiction within which Units

are intended to be sold in the Offering on either the Closing Date or the Option Closing Date and (ii) no proceedings for the purpose

of issuing such a suspension order shall have been instituted or contemplated.

4.1.4

Approval of Listing on Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice

of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.

4.2

Company Counsel Matters.

4.2.1

Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative

shall have received the favorable opinions and negative assurance statements of DLA Piper LLP (US) and the favorable opinion of Conyers

Dill & Pearman LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative

for the several Underwriters and in form and substance reasonably satisfactory to the Representative and EGS. On the Closing Date and

the Option Closing Date, the Representative shall have received the favorable opinion and negative assurance statement of EGS, dated the

Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters.

4.2.2

Reliance. In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates

or other written statements of directors or officers of the Company and officers of departments of various jurisdictions having custody

of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates

shall be delivered to the Representative’s counsel if requested.

4.3

Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative

shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance

satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3

below) to the Representative, from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option

Closing Date, if any:

4.3.1 Confirming that they

are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable

Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement,

Preliminary Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term

is used in Section 10A(g) of the Exchange Act;

4.3.2

Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary

Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the

published Regulations thereunder;

4.3.3

Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements

of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest

available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with

officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries,

nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included

in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with

the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a

basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the

Sale Preliminary Prospectus and the Prospectus, or (b) at a date not later than five (5) days prior to the Effective Date, Closing

Date or Option Closing Date, as the case may be, there was any change in the share capital or long-term debt of the Company, or any decrease

in the shareholders’ equity of the Company as compared with amounts shown in the March 31, 2026 balance sheet included in the Registration

Statement, the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement,

the Sale Preliminary Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during

the period from March 31, 2026 to a specified date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing

Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share, in each case as compared

with the corresponding period in the preceding year and as compared with the corresponding period in the preceding quarter, other than

as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any

such decrease, setting forth the amount of such decrease;

4.3.4

Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and

other financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the

Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general

accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with

the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute

an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;

4.3.5

Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management

any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication

of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and

4.3.6

Statements as to such other matters incident to the transaction contemplated hereby as the Representative or EGS may reasonably

request, including: (i) that Withum is registered with the Public Company Accounting Oversight Board; (ii) that Withum has sufficient

assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.

4.4

Officers’ Certificates.

4.4.1 Officers’

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a

certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer, the President, the Chief Financial

Officer of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or

the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied

with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date,

or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been

satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and

warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have

received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may

reasonably request.

4.4.2

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall

have received a certificate of the Company signed by a director or an officer of the Company, dated the Closing Date or the Option Closing

Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and

are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering

contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness

of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence

between the Company or its counsel and Nasdaq; (v) as to the accuracy and completeness of all resolutions of the shareholders of

the Company; and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be

attached to such certificate.

4.5

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall

have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the

business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration

Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against

the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein

an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income

of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued

under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry,

threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments

or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the

Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration

Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading.

4.6

Delivery of Transaction Documents. On the Effective Date, the Company shall have delivered to the Representative executed

copies of the Transaction Documents.

4.7

Private Placements. On the Closing Date, the Private Placement shall have been completed in accordance with Sections 1.4,

2.21.2, 2.21.3 and 3.26 of this Agreement.

4.8

Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing

Date or the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of

organization in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.

4.9

Trust Waiver. The Company has received waivers from all vendors and service providers to all claims on amounts in the Trust

Account which are to be distributed to the Company’s shareholders in accordance with the terms of the Trust Agreement, except for

(i) Withum and (ii) the Representative with respect to the Deferred Underwriting Commission.

Indemnification and Contribution.

5.1

Indemnification.

5.1.1 Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective

partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any

affiliate within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified

Person”) as follows:

(a)

against any and all loss, liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as

reasonably incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required

to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue

statement of a material fact included in any preliminary prospectus, Sale Preliminary Prospectus, any Testing-the-Waters Communication,

the Prospectus or any Business Combination Securities Disclosure Document (or any amendment or supplement to the foregoing), or the omission

or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading;

(b)

against any and all loss, liability, claim, damage and reasonably incurred and documented out of pocket expense whatsoever, as

reasonably incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation

or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement

or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1.4) any such settlement

is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld;

(c)

against any and all claims, actions, suits, proceedings, damages, liabilities and reasonably incurred and documented out of pocket

expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, that are related to or arise out

of any Business Combination Services undertaken by any Business Combination Advisor, provided that the Company will not, however, be responsible

to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability or expense that is finally judicially

determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith,

gross negligence or willful misconduct of the Indemnified Person seeking such indemnification;

(d)

against any and all expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel), reasonably incurred

in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced

or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission

(whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c) above; and

(e)

against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, arising out

of the Company’s failure to provide any of the information and access to persons, properties and documents required to be provided

under Section 3.33 hereof;

provided, however, that the

foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement

or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information

(and, in connection with any Business Combination, similar information provided by or on behalf of the Business Combination Advisors expressly

for use in any Business Combination Securities Disclosure Document).

5.1.2

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify

and hold harmless the Company, and its directors, each officer of the Company who signed the 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, against any and

all loss, liability, claim, damage and reasonably incurred and documented expense described in the indemnity contained in Section 5.1.1,

as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration

Statement, any preliminary prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any

amendment or supplement to the foregoing), in reliance upon and in conformity with the Underwriters’ Information.

5.1.3 Notifications and

Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1

will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made

against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement

of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the

indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1

and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 5.1

unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying

party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the

indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the

indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any

other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the

indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the

indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for

the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified

party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel

will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been

authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of

counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to

those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the

indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the

right to direct the defense of such action on behalf of the indemnified party) or (D) the indemnifying party has not in fact

employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case,

within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable and

documented fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is

understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same

jurisdiction, be liable for the reasonable and documented fees, disbursements and other charges of more than one (1) separate firm

admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such

fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying

party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No

indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry

of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5

(whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an

express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified

party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a

statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

5.1.4

Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to

reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for

any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement

is entered into more than forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying

party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into

and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date

of such settlement.

5.2 Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing

paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or

insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims,

liabilities, damages, and reasonably incurred and documented expenses (including any investigative, legal and other expenses

reasonably incurred and documented in connection with, and any amount paid in settlement of, any action, suit or proceeding or any

claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative

benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the

Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net

proceeds from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by

the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company. If, but only if, the allocation

provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such

proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative

fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that

resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable

considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to

information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to

information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would

not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or

by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid

or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof,

referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any

legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action

or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1

and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the commissions

actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the

meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the

Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the

Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the

Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of

commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2,

will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that

party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2

except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the

party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3,

no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is

required pursuant to Section 5.1.3.

Default by an Underwriter.

6.1

Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to

purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate

10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates

shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2

Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to

more than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase

such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating

to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be

entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative

to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the

Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative

or the Company without liability on the part of the Company (except as provided in Sections 3.10, 5, and 9.3

hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve

a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its

default hereunder.

6.3 Postponement of

Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting

Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the

right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to

effect whatever changes may thereby be made necessary in the Registration Statement, and/or the Prospectus, as the case may be, or

in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the

Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may

thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under

this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such

securities.

Additional Covenants.

7.1

Additional Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall

not issue any Ordinary Shares (other than Ordinary Shares issued upon conversion of Founder Shares pursuant to the Charter Documents)

or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company which

participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a proposed Business Combination.

7.2

Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing

its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target

Business or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and

subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus

and understands that the Company has established the Trust Account, initially in an aggregate amount of $200,000,000 (or an aggregate

amount of $230,000,000 if the Over-allotment Option is exercised in full), representing $10.00 per Unit sold hereunder for the benefit

of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company

may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem Public Shares in

connection with the consummation of a Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a

Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with

the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target

Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the

case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any

monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out

of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

7.3

Rule 419. The Company agrees that it will use its reasonable best 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 reasonable

best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined

in Rule 3a-51-1 under the Exchange Act during such period.

7.4

Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel

(if so instructed by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed

with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with

the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition,

the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by

such state.

7.5

Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth

Company at any time prior to the completion of the distribution of the Securities within the meaning of the Act.

7.6 Target Net

Assets. The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that it

acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the

definitive agreement for the Business Combination with such Target Business (excluding taxes payable on the interest earned on the

funds held in the Trust Account and the Deferred Underwriting Commissions). The fair market value of such business must be

determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as

actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to

independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from

an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the

satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s

Board of Directors independently determines that the Target Business does have sufficient fair market value.

7.7

Charter Documents. 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 any of its Charter Documents.

7.8

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties

and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or

the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the

indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any

investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement

or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute

of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the

representations, warranties and agreements shall terminate and be of no further force and effect.

Effective Date of This Agreement and Termination Thereof.

8.1

Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared

effective by the Commission.

8.2

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date,

(i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion

will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York

Stock Exchange, the NYSE American LLC, Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market or quoted on

the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for

securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission

or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an

increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority,

or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities

market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage

or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act

which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed

with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants

hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the

conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist

activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or

crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s

sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made

by the Underwriters for the sale of the Public Securities.

8.3

Expenses. In the event that this Agreement shall not be carried out for any reason other than solely because of the termination

of this Agreement pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein,

(i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed

by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in

connection with enforcing any provisions of this Agreement.

8.4

Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination

of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in

any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Miscellaneous.

9.1

Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be

mailed, delivered by hand or reputable overnight courier and confirmed or delivered by facsimile or electronic transmission (with printed

confirmation of receipt) and shall be deemed given when so delivered or faxed or emailed, or, if mailed, two (2) days after such mailing.

If to the Representative:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Attn: General Counsel

Email: #legal-IBD@cantor.com; with a copy to spac@cantor.com

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Attn: Head of Investment Banking

Attn: Head of SPACs

Email: Sage.kelly@cantor.com; David.batalion@cantor.com

Copy (which copy shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attn: Stuart Neuhauser, Esq.

Facsimile: (212) 370-7889

Email: sneuhauser@egsllp.com

If to the Company:

FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207

Los Angeles, California 90069

Attn: Joshua B. Marks; Sudhin R. Shahani

Copy (which copy shall not constitute notice) to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attn: Stephen P. Alicanti, Esq.

Facsimile: (212) 335-4783

Email: stephen.alicanti@us.dlapiper.com

9.2

Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit

or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

9.3

Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection

with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and

supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.5

Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,

the selected dealers, the Company and the controlling persons, directors, agents, partners, members, employees and officers referred to

in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or

be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions

herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities

from any of the Underwriters.

9.6

Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may

at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit,

jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process

with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such

an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum

extent permitted by law.

9.7

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submit to the exclusive jurisdiction

of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action

or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus

or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law,

any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court

and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process

or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing

shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim.

Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to

personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the

Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’

fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are

the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

9.8

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with 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.

9.9

Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto

in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the

same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to

each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any

electronic signature complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law)

or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective

for all purposes.

9.10 Waiver. The

failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed

to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right

of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,

non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written

instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such

breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,

non-compliance or non-fulfillment.

9.11

No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant

to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters,

(ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and

not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor

of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters

have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly

set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to

the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake

or have undertaken in furtherance of the Offering of the Company’s securities, either before or after the date hereof and (v) the

Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim

any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any

matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees

that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty

to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are

each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed

by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the

price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives

and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any

breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement

or any matters leading up to such transactions.

9.12

Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as

defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such

Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the

transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

In the event that any Underwriter

that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special

Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this

Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement,

(a) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted

in accordance with, 12 U.S.C. § 1841(k); (b) “Covered Entity” means any of the following: (i) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable; and (d) “U.S. Special Resolution Regime” means each of (i) the Federal

Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer

Protection Act and the regulations promulgated thereunder.

[Remainder of page intentionally left blank]

If the foregoing correctly

sets forth the understanding between the Representative and the Company, please so indicate in the space provided below for that purpose,

whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

FUTURECORP SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

Accepted on the date first above written.

CANTOR FITZGERALD & CO., as

Representative of the several underwriters

By:

/s/ Sage Kelly

Name:

Sage Kelly

Title:

Co-Chief Executive Officer & Global Head of Investment Banking

SCHEDULE A

FutureCorp Space Acquisition 1

20,000,000 Units

Underwriters

Number of

Firm Units to

be Purchased

Cantor Fitzgerald & Co.

20,000,000

Total

20,000,000

SCHEDULE B

Investor Presentation dated May 2026.

EX-4.1 — WARRANT AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT

EX-4.1

Filename: ea029400701ex4-1.htm · Sequence: 3

Exhibit 4.1

WARRANT

AGREEMENT

THIS WARRANT AGREEMENT

(this “Agreement”), dated as of June 4, 2026, is by and between FutureCorp Space Acquisition 1, a Cayman Islands

exempted company (the “Company”), and Continental Stock Transfer &Trust Company, a New York corporation,

as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer

Agent”).

WHEREAS, the Company

is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,

each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”)

and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,

has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the over-allotment option is exercised

in full) to public investors in the Offering (the “Public Warrants”);

WHEREAS, the Company

entered into that certain Sponsor Private Placement Warrants Purchase Agreement with FutureCorp Space Acquisition 1 LLC, a Delaware limited

liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000

private placement warrants (including if the over-allotment option is exercised in full) simultaneously with the closing of the Offering

(the “Sponsor Private Placement Warrants”), each bearing the legend set forth in Exhibit A hereto at

a purchase price of $1.00 per Sponsor Private Placement Warrant;

WHEREAS, the Company

entered into that certain Private Placement Warrant Purchase Agreement with Cantor Fitzgerald & Co., a New York general partnership

(the “Underwriter” or “Cantor”), pursuant to which Cantor has agreed to purchase an

aggregate of 2,000,000 warrants (including if the over-allotment option is exercised in full) (the “Underwriter Private Placement

Warrants” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”

and, together with the Public Warrants, the “Warrants”), simultaneously with the closing of the Offering, each

bearing the legend set forth in Exhibit A hereto at a purchase price of $1.00 per Underwriter Private Placement Warrant;

WHEREAS, the Company

was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses or entities (a “Business Combination”);

WHEREAS, in order to

finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate

of the Sponsor or the Company’s officers and directors (collectively, the “Initial Purchasers”) may, but

are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible

into up to an additional 1,500,000 warrants at a price of $1.00 per warrant, which will be identical to the Private Placement Warrants

(the “Working Capital Warrants”);

WHEREAS, each Warrant

entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, the Company

has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form

S-1, File No. 333-296040 (the “Registration Statement”), and a prospectus (the “Prospectus”),

for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the

Public Warrants and the Class A Shares included in the Units;

WHEREAS, the Company

desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,

registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company

desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective

rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and

things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned

by or on behalf of the Warrant 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 Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant

Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1. Form

of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially

the form of Exhibit B 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 Chairperson of the Company’s board of directors (the “Board”), President,

Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile

signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such

Warrant 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. All of the

Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).

2.2. Effect

of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,

a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3. Registration.

2.3.1. Warrant

issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and

register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions

delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant

Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede

& Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of

such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,

or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct

the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible

for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions

to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct

the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive

Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with

appropriate insertions, modifications and omissions, as provided above.

2.3.2. Registered

Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat

the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the

absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on

a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,

and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4. Detachability

of Warrants. The Class A Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the

date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York

City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business

Day following such date, or earlier (the “Detachment Date”) with the consent of Cantor, as representative of

the several underwriters, but in no event shall the Class A Shares and the Public Warrants comprising the Units be separately traded until

the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall

begin.

2.5. No

Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units,

each of which is comprised of one Class A Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from the

Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest

whole number the number of Warrants to be issued to such holder.

2.6. Private

Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical to

the Public Warrants, except that until the date that is thirty (30) days after the completion by the Company of an initial Business Combination

the Private Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other

than:

2.6.1. to the Company’s or Underwriter’s officers or directors, any affiliate or family member of

any of the Company’s or Underwriter’s officers or directors, any members or partners of the Sponsor or their affiliates, any

affiliates of the Sponsor, the Underwriter or any employees of such affiliates;

2.6.2. in the case of an individual, by gift to a member of such individual’s immediate family or to a

trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable

organization;

2.6.3. in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;

2.6.4. in the case of an individual, pursuant to a qualified domestic relations order;

2.6.5. by private sales or transfers made in connection with any forward purchase agreement or similar arrangement,

in connection with an extension of the timeframe for the Company to consummate a Business Combination or in connection with the consummation

of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;

2.6.6. by pro rata distributions from the Sponsor or Underwriter to its respective members, partners or stockholders

pursuant to the Sponsor’s or Underwriter’s constating documents;

2.6.7. by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor

upon dissolution of the Sponsor or upon dissolution of the Underwriter;

2.6.8. in the event of the Company’s liquidation prior to the consummation of a Business Combination;

2.6.9. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses 2.6.1 through 2.6.7 above;

2.6.10. to the Company

for no value for cancellation in connection with the consummation of an initial Business Combination; and

2.6.11. in the event

that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or

other similar transaction which results in all of its shareholders having the right to exchange their Class A Shares for cash, securities

or other property; provided, however, that, in the case of clauses 2.6.1 through 2.6.7, and 2.6.9 these transferees

(the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer

restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among

the Company, the Sponsor, the Underwriter and the Company’s officers and directors.

2.7 Working

Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

3. Terms and Exercise of Warrants.

3.1. Warrant

Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,

including without limitation, subsection 3.3.5, to purchase from the Company the number of Class A Shares stated therein, at the

price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section

3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment

of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which

the Class A Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price

at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise

required by the Commission, any national securities exchange on which the Warrants are listed or applicable law), provided, that the Company

shall provide at least three (3) days’ prior written notice of such reduction to Registered Holders of the Warrants and, provided

further that any such reduction shall be identical among all of the Warrants.

3.2. Duration

of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the

date that is thirty (30) days after the first date on which the Company completes a Business Combination, and terminating on the earliest

to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial

Business Combination, (y) the liquidation of the Company, and (z) with respect to a redemption pursuant to Section 6.1 hereof,

5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration

Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,

as set forth in subsection 3.3.2 below, with respect to an effective registration statement on Form S-1, Form S-3, Form F-1, or

Form F-3, as applicable, or a valid exemption therefrom being available. Each outstanding Warrant not exercised on or before the Expiration

Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New

York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration

Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders

of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3. Exercise

of Warrants.

3.3.1. Payment.

Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised

by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate

evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry

Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes

in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)

Class A Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive

Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the

Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which the Warrant is exercised

and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A Shares

and the issuance of such Class A Shares, as follows:

(a) in

lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire transfer

of immediately available funds;

(b) in

the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)

has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants

for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying

the Warrants, multiplied by the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(b), over the

Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair

Market Value” shall mean the average reported closing price of the Class A Shares for the ten (10) trading days ending on the third

trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;

a cashless basis as provided in Section 7.4 hereof.

3.3.2. Issuance

of Class A Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment

of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such

Warrant a book-entry position or certificate, as applicable, for the number of Class A 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 if such Warrant shall not have been exercised in full, a new book-entry

position or countersigned Warrant, as applicable, for the number of Class A Shares as to which such Warrant shall not have been exercised.

If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained

by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the

Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A Shares

pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement on

Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, under the Securities Act with respect to the Class A Shares underlying the Public

Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under

Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated

to issue Class A Shares upon exercise of a Warrant unless the Class A Shares issuable upon such Warrant exercise have been registered,

qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered

Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to

a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. In no event will the Company be required to net

cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”

pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant

would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A Share, the Company shall round down

to the nearest whole number, the number of Class A Shares to be issued to such holder.

3.3.3. Valid

Issuance. All Class A Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and registered in the

Company’s register of members, shall be validly issued, fully paid and non-assessable (meaning that the holder thereof shall not,

solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors

(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose

or other circumstance in which a court may be prepared to pierce or lift the corporate veil)).

3.3.4. Date

of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A Shares is issued shall for

all purposes be deemed to have become the holder of record of such Class A Shares on the date on which issuance of the Class A Shares

is entered into the register of members of the Company.

3.3.5. Maximum

Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained

in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she

or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s

Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such

person (together with such person’s affiliates) or any “group” of which the holder or its affiliate is a member, would

beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”)

of the Class A Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate

number of Class A Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is

a member, shall include the number of Class A Shares issuable upon exercise of the Warrant with respect to which the determination of

such sentence is being made, but shall exclude Class A Shares that would be issuable upon (x) exercise of the remaining, unexercised portion

of the Warrant beneficially owned by such person and its affiliates, or any group of which any such person or its affiliates is a member,

and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by

such person and its affiliates, or any group of which such person or its affiliates is a member (including, without limitation, any convertible

notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained

herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance

with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable

regulations of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act

and applicable regulations of the Commission, and the percentage held by the holder shall be determined in a manner consistent with the

provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5,

the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such

Warrant unless it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise,

such person (together with such person’s affiliates) or any “group” of which such holder or its affiliates is a member,

would not beneficially own in excess of the Maximum Percentage of the Class A Shares outstanding immediately after giving effect to such

exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding

Class A Shares, the holder may rely on the number of outstanding Class A Shares as reflected in (1) the Company’s most recent Annual

Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case

may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth

the number of Class A Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company

shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A Shares then outstanding. In any

case, the number of outstanding Class A Shares shall be determined after giving effect to the conversion or exercise of equity securities

of the Company by the holder and its affiliates since the date as of which such number of outstanding Class A Shares was reported. By

written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to

such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the

sixty-first (61st) day after such notice is delivered to the Company.

4. Adjustments.

4.1. Share Capitalizations.

4.1.1. Sub-division.

If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Shares is increased

by a share capitalization payable in Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on the effective

date of such share capitalization, sub-division or similar event, the number of Class A Shares issuable on exercise of each Warrant shall

be increased in proportion to such increase in the outstanding Class A Shares. A rights offering made to all or substantially all holders

of the Class A Shares entitling holders to purchase Class A Shares at a price less than the “Historical Fair Market Value”

(as defined below) shall be deemed a share capitalization of a number of Class A Shares equal to the product of (i) the number of Class

A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible

into or exercisable for Class A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering

divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities

convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there shall be taken into account

any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical

Fair Market Value” means the volume weighted average price of the Class A Shares as reported during the ten (10) trading

day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable

market, regular way, without the right to receive such rights. No Class A Shares shall be issued at less than their par value.

4.1.2. Extraordinary

Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution

in cash, securities or other assets to all or substantially all of the holders of Class A Shares on account of such Class A Shares (or

other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection

4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A Shares

in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A Shares in connection

with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from time

to time, the “Charter”) (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 Class A Shares included in the Units sold

in the Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period

set forth in the Charter or (B) with respect to any other material provisions relating to the rights of holders of Class A Shares or pre-initial

Business Combination activity or (e) in connection with the redemption of Public Shares upon the failure of the Company to complete its

initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred

to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately

after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,

in good faith) of any securities or other assets paid on each Class A Share in respect of such Extraordinary Dividend. For purposes of

this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,

when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A

Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect

any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted

in an adjustment to the Warrant Price or to the number of Class A Shares issuable on exercise of each Warrant) does not exceed $0.50 (being

5% of the offering price of the Units in the Offering) but only with respect to the amount of the aggregate cash dividends or cash distributions

equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired,

pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Class A Shares

during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively

immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate

amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the

greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior

to such $0.35 dividend)).

4.2. Aggregation

of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Class A

Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A Shares or other similar

event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event,

the number of Class A Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Class

A Shares.

4.3. Adjustments

in Warrant Price.

4.3.1. Whenever

the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section

4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment

by a fraction (x) the numerator of which shall be the number of Class A Shares purchasable upon the exercise of the Warrants immediately

prior to such adjustment, and (y) the denominator of which shall be the number of Class A Shares so purchasable immediately thereafter.

4.3.2. If

(x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing

of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with such issue price

or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders

(as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by

such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y)

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for funding the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Class A Shares during the 20 trading day period starting on the trading day prior

to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below

$9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the

Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest

cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

4.4. Replacement

of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Shares (other

than a change covered by subsections 4.1.1, 4.1.2 or Section 4.2 hereof or that solely affects the par value of such

Class A Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company

as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of

another entity whose shareholders did not own all or substantially all of the Class A Shares of the Company in substantially the same

proportions immediately before such transaction and that does not result in any reclassification or reorganization of the outstanding

Class A Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety

or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the

right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Shares

of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount

of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,

or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised

his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,

that (i) if the holders of the Class A Shares were entitled to exercise a right of election as to the kind or amount of securities, cash

or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting

the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount

received per share by the holders of the Class A Shares in such consolidation or merger that affirmatively make such election, and (ii)

if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A Shares (other than a tender,

exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided

for in the Charter or as a result of the redemption of Class A Shares by the Company if a proposed initial Business Combination is presented

to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker

thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of

which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange

Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within

the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the voting power of the Company’s outstanding

equity securities (including with respect to the election of directors), the holder of a Warrant shall be entitled to receive as the Alternative

Issuance, the weighted average of the amount of cash, securities or other property to which such holder would actually have been entitled

as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such

offer and participated in such tender or exchange offer on a pro rata basis with all other holders of Class A Shares, subject to adjustments

(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in

this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Class A Shares in the applicable

event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange

or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,

and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation

of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be

reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to

such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below),

which updated Warrant Price shall be included by the Company in a Current Report on Form 8-K, within four (4) business days of such determination.

The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the

event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”),

as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good

faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken

into account, (2) the volume weighted average price of the Class A Shares as reported during the ten (10) trading day period ending on

the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility

obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable

event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term

of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A Shares

consists exclusively of cash, the amount of such cash per Class A Share, and (ii) in all other cases, the volume weighted average price

of the Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the

applicable event. If any reclassification or reorganization also results in a change in Class A Shares covered by subsection 4.1.1, then

such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4

shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event

will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5. Notices

of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A Shares issuable upon exercise of a Warrant,

the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment

and the increase or decrease, if any, in the number of Class A Shares purchasable at such price upon the exercise of a Warrant, setting

forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event

specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such

event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective

date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6. No

Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional

Class A Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any

Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such

exercise, round down to the nearest whole number the number of Class A Shares to be issued to such holder.

4.7. Form

of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued

after such adjustment may state the same Warrant Price and the same number of Class A Shares as is stated in the Warrants initially issued

pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of

Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,

whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8. Other

Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this

Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an

adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company

shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which

shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent

and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company

shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. For the avoidance

of doubt, all adjustments made pursuant to this Section 4.8 shall be made equally to all outstanding Warrants.

4.9. No

Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment

to the conversion ratio of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary

Shares”) into Class A Shares or the conversion of any Class B Ordinary Shares into Class A Shares, in each case, pursuant

to the Charter.

5. Transfer

and Exchange of Warrants.

5.1. Registration

of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,

upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed

and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number

of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants

so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2. Procedure

for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,

and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the

Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided

herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive

Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor

depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer

bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall

not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the

Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3. Fractional

Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance

of a warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.

5.4. Service

Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5. Warrant

Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms

of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required

by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6. Transfer

of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which

such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,

each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding

the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment

Date.

6. Redemption.

6.1. Redemption

of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed (in whole and not in part), at the option

of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the

Warrants, as described in Section 6.2 below, at a Redemption Price (as defined below) of $0.01 per Warrant; provided that (a) the

Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is

an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants, and a current prospectus relating

thereto, available throughout the Measurement Period and the 30-day Redemption Period (each as defined in Section 6.2 below).

6.2. Date

Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants

pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice

of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption

Date (such period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their

last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed

to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption

Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference

Value” shall mean the last reported sales price of the Class A Shares for any twenty (20) trading days within the thirty

(30) trading-day period commencing at least 30 days after the completion of the initial Business Combination and ending on the third trading

day prior to the date on which notice of the redemption is given (the “Measurement Period”).

6.3. Exercise

After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section

3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof

and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on

a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption will contain the information necessary

to calculate the number of Class A Shares to be received upon exercise of the Warrants, including the “Fair Market Value”

(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants

shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

7. Other

Provisions Relating to Rights of Holders of Warrants.

7.1. No

Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the 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.

7.2. Lost,

Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant 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 Warrant,

include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or

destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,

stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

7.3. Reservation

of Class A Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A Shares

that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4. Registration

of Class A Shares; Cashless Exercise at Company’s Option.

7.4.1. Registration

of the Class A Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after

the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration

statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, for the registration under the Securities Act, of the issuance

of the Class A Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same

to become effective and to maintain the effectiveness of such post-effective amendment or registration statement, and a current prospectus

relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such

post-effective amendment or registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing

of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st)

Business Day after the closing of the initial Business Combination and ending upon such post-effective amendment or registration statement

being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration

statement covering the Class A Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”

by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for

that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the

Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market

Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average reported closing price

of the Class A Shares as reported during the ten (10) trading day period ending on the third (3rd) trading day prior to the

date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.

The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant

Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant

Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i)

the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered

under the Securities Act and (ii) the Class A Shares issued upon such exercise shall be freely tradable under United States federal securities

laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company

and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance

of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to

comply with its registration obligations under the first three sentences of this subsection 7.4.1.

7.4.2. Cashless

Exercise at Company’s Option. If the Class A Shares are at the time of any exercise of a Warrant not listed on a national securities

exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any

successor rule), the Company may, at its option, require holders of Warrants who exercise their Warrants to exercise such Public Warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection

7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement

for the registration, under the Securities Act, of the Class A Shares issuable upon exercise of the Warrants, notwithstanding anything

in this Agreement to the contrary or (ii) if the Company does not so file or maintain such registration statement, the Company agrees

to use its commercially reasonable efforts to register or qualify for sale the Class A Shares issuable upon exercise of the Public Warrants

under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not

available.

8. Concerning

the Warrant Agent and Other Matters.

8.1. Payment

of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant

Agent in respect of the issuance or delivery of Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated

to pay any transfer taxes in respect of the Warrants or such Class A Shares.

8.2. Resignation,

Consolidation or Merger of Warrant Agent.

8.2.1. Appointment

of Successor Warrant Agent. The Warrant 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 Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor

Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after

it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with

such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court

of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any

successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity 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 Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties

and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further

act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the

expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor

Warrant Agent hereunder; and upon request of any successor Warrant 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 Warrant Agent all such authority,

powers, rights, immunities, duties and obligations.

8.2.2. Notice

of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the

predecessor Warrant Agent and the Transfer Agent for the Class A Shares not later than the effective date of any such appointment.

8.2.3. Merger

or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any

entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under

this Agreement without any further act.

8.3. Fees and Expenses of Warrant Agent.

8.3.1. Remuneration.

The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant

to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably

incur in the execution of its duties hereunder.

8.3.2. 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 Warrant Agent for the carrying out or performing

of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

8.4.1. Reliance

on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant 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 any director of the Company, the Chief Executive Officer, Chief Financial Officer, President, Executive Vice

President, Vice President, Secretary, Chairman of the Board of the Company or any director of the Company and delivered to the Warrant

Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions

of this Agreement.

8.4.2. Indemnity.

The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees

to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs and reasonable

outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the

Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

8.4.3. Exclusions.

The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution

of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any

covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments

required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the

ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any

representation or warranty as to the authorization or reservation of any Class A Shares to be issued pursuant to this Agreement or any

Warrant or as to whether any Class A Shares shall, when issued, be valid and fully paid and non-assessable.

8.5. Acceptance

of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms

and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently

account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise

of the Warrants.

8.6. Waiver.

The Warrant Agent has no 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 Warrant 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. The Warrant Agent hereby irrevocably waives

any and all Claims against the Trust Account, including any monies therein or any distribution therefrom, and any and all rights to seek

access to the Trust Account.

9. Miscellaneous

Provisions.

9.1. Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the

benefit of their respective successors and assigns.

9.2. Notices.

Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant

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 (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing

by the Company with the Warrant Agent), as follows:

FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207

Los Angeles, CA 90069

Attention: Joshua Marks, Chief Executive Officer and Chief Financial Officer

Any notice, statement or demand

authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant 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 (5) days

after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),

as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

in each case, with copies to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention: Stuart Neuhauser, Esq.; Steven Mermelstein, Esq.

Email: sneuhauser@egsllp.com; smermelstein@egsllp.com

Cantor Fitzgerald & Co., Inc.

499 Park Avenue

New York, NY 10022

Telephone: (212) 938-5000

and

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

Attention: Stephen P. Alicanti

Telephone: (212) 335-4500

9.3. Applicable

Law and Exclusive Forum. The validity, interpretation and performance of this Agreement and of the Warrants 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. Notwithstanding the foregoing, the provisions of this paragraph will

not apply to suits brought to enforce any liability or duty created by the Exchange Act 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 Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,

the subject matter of which is within the scope of 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 warrant holder, such warrant 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 warrant holder in any such enforcement action by service upon such warrant holder’s counsel

in the foreign action as agent for such warrant holder.

9.4. Persons

Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation

or other entity other than the parties hereto and the Registered Holders of the Warrants 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 Warrants.

9.5. Examination

of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in

the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require

any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

9.6. Counterparts.

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.

9.7. 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.

9.8. Amendments.

This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any

ambiguity or to correct any defective provision contained herein, including to conform the provisions hereof to the description of the

terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash Dividend”

as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z) 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, and (ii) to provide for the delivery of an Alternative Issuance

pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant

Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50% of the number of the then

outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or Working Capital

Warrants or any provision of this Agreement with respect to the Private Placement Warrants, or Working Capital Warrants (including, for

the avoidance of doubt, the forfeiture or cancellation of any Private Placement Warrants or Working Capital Warrants), 50% of the number

of then outstanding Private Placement Warrants (including the vote or written consent of Cantor) and Working Capital Warrants. Notwithstanding

the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and

3.2, respectively, without the consent of the Registered Holders.

9.9. 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]

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be duly executed as of the date first above written.

FUTURECORP SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:

/s/ Ana Gois

Name:

Ana Gois

Title:

Vice President

[Signature Page to Warrant Agreement]

EXHIBIT

PRIVATE PLACEMENT WARRANTS LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED

OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN

EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY

AND AMONG FUTURECORP SPACE ACQUISITION 1 (THE “COMPANY”), FUTURECORP SPACE ACQUISITION 1 LLC AND THE OTHER SIGNATORIES THERETO,

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE

UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)

EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY

SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY THE COMPANY.

EXHIBIT

[Form of Warrant Certificate]

[FACE]

Number

Warrants

THIS

WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIBED BELOW

FUTURECORP SPACE ACQUISITION 1

Incorporated Under the Laws of the Cayman Islands

CUSIP [ ]

Warrant Certificate

This Warrant Certificate

certifies that _______, or its registered assigns, is the registered holder of _______ warrants evidenced hereby (the “Warrants”

and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value per share (the “Ordinary Shares”),

of FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the

holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number

of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as

determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the

Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the

office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined

terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially

exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,

upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon

exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary

Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant

Agreement.

The initial Warrant Price

per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain

events set forth in the Warrant Agreement.

Subject to the conditions

set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the

end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth

in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate

or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.3.5 of

the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to the holder of a Warrant, and a holder may not acquire,

any right it might have to acquire, a number of Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the

number of Ordinary Shares then beneficially owned by the holder would exceed the Maximum Percentage of Ordinary Shares outstanding immediately

after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.

Reference is hereby made to

the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes

have the same effect as though fully set forth at this place.

This Warrant Certificate shall

not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall

be governed by and construed in accordance with the internal laws of the State of New York.

FUTURECORP SPACE ACQUISITION 1

By:

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

[______________], as Warrant Agent

By:

Name:

Title:

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by

this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and

are issued or to be issued pursuant to that certain Warrant Agreement dated as of June 4, 2026 (the “Warrant Agreement”),

duly executed and delivered by the Company to Continental Stock Transfer &Trust Company, a New York corporation, as warrant agent

(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument

and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the

Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered

Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon

written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to

them in the Warrant Agreement.

Warrants may be exercised

at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate

may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed

and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”

as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise

of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there

shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else

in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement

on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, covering the Ordinary Shares to be issued upon exercise is effective under

the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless

exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides

that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face

hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive

a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares

to be issued to the holder of the Warrant.

Warrant Certificates, when

surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative

or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,

but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate

a like number of Warrants.

Upon due presentation for

registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates

of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant

Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge

imposed in connection therewith.

The Company and the Warrant

Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation

of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,

and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the

Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably

elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such

Ordinary Shares to the order of FutureCorp Space Acquisition 1 (the “Company”) in the amount of $_____ in accordance

with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of _______, whose

address is _______, and that such Ordinary Shares be delivered to , whose address is _______. If said number of Ordinary Shares is less

than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining

balance of such Ordinary Shares be registered in the name of _______, whose address is _______ and that such Warrant Certificate be delivered

to ______ , whose address is ________.

the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the

Company has required “cashless” exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement,

the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section

3.3.1(b) of the Warrant Agreement.

In the event that the Warrant

is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares

that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant

may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this

Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such

cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,

represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares.

If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),

the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the

name of , whose address is and that such Warrant Certificate be delivered to , whose address is.

[To be included in any Election

to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to

Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s

affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum

Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection

3.3.5. of the Warrant Agreement.]

[Signature Page Follows]

Date:_____________

(Signature)

(Address)

(Tax Identification Number)

Signature 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 SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE

EX-10.1

Filename: ea029400701ex10-1.htm · Sequence: 4

Exhibit 10.1

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management

Trust Agreement (this “Agreement”) is made effective as of June 4, 2026 by and between FutureCorp Space Acquisition

1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a

New York corporation (the “Trustee”).

WHEREAS, the Company’s

registration statement on Form S-1, (File No. 333-296040) (the “Registration Statement”) and prospectus (the

“Prospectus”) for the initial public offering of the Company’s units (the “Units”),

each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),

and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public

offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the

U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered

into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative

(the “Representative”) of the underwriters (the “Underwriters”) named therein;

WHEREAS, as described in the

Registration Statement, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the

Underwriting Agreement) (or $230,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the

Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)

for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided

(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”

the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”

and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);

WHEREAS, pursuant to the Underwriting

Agreement, a portion of the Property equal to $8,000,000, or $9,800,000 if the Underwriters’ over-allotment option is exercised

in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Representative

upon the consummation of the Business Combination (as defined below) (such discounts and commissions, the “Deferred Discount”);

and

WHEREAS, the Company and the

Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Agreements

and Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a) Hold

the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee

in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion

or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

(b) Manage,

supervise and administer the Trust Account subject to the terms and conditions set forth herein;

upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government

securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or

less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the

Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,

(ii) hold the Property as uninvested cash or (iii) hold the Property in an interest or non-interest bearing demand deposit account at

a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory

to the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s

instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;

(d) Collect

and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”

as such term is used herein;

(e) Promptly

notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action

by the Company;

(f) Supply

any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s

preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s

financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g) Participate

in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the

Company to do so;

(h) Render

to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements

of the Trust Account;

(i) Commence

liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from

the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit

A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer,

Secretary or Chairperson of the board of directors of the Company (the “Board”) or other authorized officer

of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust

Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest

shall be net of taxes payable and, in the case of Exhibit B, less up to $100,000 of interest to pay liquidation and dissolution

expenses), only as directed in the Termination Letter and the other documents referred to therein, (y) upon the date which is the later

of (1) 24 months after the closing of the Offering (or such earlier date as the Company’s board of directors may approve); and (2)

such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum

and articles of association, as may be amended from time to time (the “Memorandum and Articles”) (such period,

the “Completion Window”), or (z) upon the end of a 30-day cure period after the date any additional amount of

funds were required to be deposited in the Trust Account as a condition of any extension of such date approved by the Company’s

shareholders but were not deposited, if a Termination Letter has not been received by the Trustee prior to such date, in which case the

Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and

the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes

payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such

date;

(j) Upon

written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit

C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company

the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company, which amount shall

be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such

payment to the relevant taxing authority, so long as there is no reduction in the aggregate principal amount initially deposited in the

Trust Account plus any additional amounts, calculated on a per share basis, required to be deposited for an extension of the last date

to complete a business combination as a condition of any extension of such date approved by the Company’s shareholders; provided,

however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate

such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged

and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The

written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and

the Trustee shall have no responsibility to look beyond said request;

(k) Upon

written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit

D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company

the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with

a shareholder vote to approve an amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction with the

consummation of, a Business Combination (as defined below) (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 the rights of holders of Ordinary Shares or pre-initial Business Combination activity. The written request of the Company referenced

above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility

to look beyond said request; and

(l) Not

make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.

2. Agreements

and Covenants of the Company. The Company hereby agrees and covenants to:

(a) Give

all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive

Officer, Chief Financial Officer, Secretary or other authorized officer of the Company. In addition, except with respect to its duties

under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on,

any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the

persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject

to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable

counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection

with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,

which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned

on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly

after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which

the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter

referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense

against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection

of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior

written consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that

the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to

mount such a defense. The Company may participate in such action with its own counsel;

the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction

processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property

shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)

hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the

Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),

Schedule A and as may be provided in Section 2(b) hereof;

(d) In

connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business

Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting

verifying the vote of such shareholders regarding such Business Combination;

(e) Provide

the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to

any proposed withdrawal from the Trust Account promptly after it issues the same;

(f) Unless

otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered

in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly

to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of funds held in the Trust

Account to the Company or any other person;

(g) Instruct

the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make

any distributions that are not permitted under this Agreement; and

(h) Within

four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment

option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be

less than $8,000,000.

3. Limitations

of Liability. The Trustee shall have no responsibility or liability to:

(a) Imply

obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement

and that which is expressly set forth herein;

(b) Take

any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to

any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind

with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to

do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Refund

any depreciation in principal of any Property;

(e) Assume

that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise

in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The

other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in

good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The

Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel

(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper

or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability

of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed

or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination

or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed

by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent

thereto;

(g) Verify

the accuracy of the information contained in the Registration Statement;

(h) Provide

any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by

the Registration Statement;

(i) File

information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements

to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j) Prepare,

execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating

to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax

obligations, except pursuant to Section 1(j) hereof; or

(k) Verify

calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)

and 1(k) hereof.

4. Trust

Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)

to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it

may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,

under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets

outside the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination.

This Agreement shall terminate as follows:

(a) If

the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts

to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the

Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,

the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of

copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,

that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from

the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the

United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability

whatsoever;

(b) At

such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of

Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall

terminate except with respect to Section 2(b); or

the Offering is not consummated within ten (10) business days of the date of this Agreement, any funds received by the Trustee from the

Company or Sponsor for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.

6. Miscellaneous.

(a) The

Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred

from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures

to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained

access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall

rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information

relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s

gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error

in the information or transmission of the funds.

(b) This

Agreement shall be governed by and construed and enforced in accordance with 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. This Agreement may

be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute

but one instrument.

Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for

Sections 1(i), 1(j), 1(k), and 1(l) hereof (which sections may not be modified, amended or deleted unless

such modification, amendment or deletion is approved by the affirmative vote of two-thirds of the then outstanding Ordinary Shares and

Class B ordinary shares, par value $0.0001 per share, of the Company, which are represented in person or by proxy and are voted at a general

meeting of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who

has properly elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement

(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 the rights of holders of Ordinary Shares or pre-initial Business

Combination activity) this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical

error) by a writing signed by each of the parties hereto.

(d) The

parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,

for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,

EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

(e) Any

notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall

be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile

or email transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

if to the Company, to:

FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207

Los Angeles, California 90069

Telephone: (213) 524-9594

Attn: Joshua B. Marks

in each case, with copies

to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

(212) 335-4500

Attn: Stephen P. Alicanti

if to the Representative,

to:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Attn: General Counsel

in each case, with copies

to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

(212) 370-1300

Attn: Douglas S. Ellenoff, Stuart Neuhauser and Steven Mermelstein

(f) Each

of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this

Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make

any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account

under any circumstance.

(g) This

Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation

and agreement of such parties and shall not be construed for or against any party hereto.

(h) Each

of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party

beneficiary of this Agreement.

(i) Except

as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity

without the prior written consent of the other.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

Continental Stock Transfer & Trust Company, as Trustee

By:

/s/ Francis Wolf

Name:

Francis Wolf

Title:

Vice President

FutureCorp Space Acquisition 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

[Signature Page to Investment Management Trust

Agreement]

SCHEDULE A

Fee Item

Time and method of payment

Amount

Initial set-up fee

Initial closing of Offering by wire transfer.

2,000

Trustee administration fee

Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.

7,500

Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)

Billed to Company following disbursement made to Company under Section 1.

150

Paying Agent services as required pursuant to Sections 1(i) and 1(k)

Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k).

Prevailing rates

Exhibit A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i)

of the Investment Management Trust Agreement between FutureCorp Space Acquisition 1 (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of June 4, 2026 (the “Trust Agreement”),

this is to advise you that the Company has entered into an agreement with [●] (the “Target Business”)

to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].

The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination

(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in

the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds

into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all

of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct

on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters with respect to the Deferred

Discount). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank,

N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the Consummation Date (i)

counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated

concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii)

the Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which verifies

that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written

instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including

payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount

directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).

You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification

and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust

Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company

shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.

Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the

Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business

Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the

original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the

funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately

following the Consummation Date as set forth in such written instructions as soon thereafter as possible.

Very truly yours,

FutureCorp Space Acquisition 1

By:

Name:

Title:

Agreed and acknowledged by:

Cantor Fitzgerald & Co.

By:

Name:

Title:

Exhibit B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re:

Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i)

of the Investment Management Trust Agreement between FutureCorp Space Acquisition 1 (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of June 4, 2026 (the “Trust Agreement”),

this is to advise you that [the Company has been unable to effect a business combination with a Target Business within the time frame

specified in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the

“Memorandum and Articles”)] OR [the Company’s board of directors has determined to terminate the period

in which the Company must consummate a Business Combination on ____, 20___ pursuant to the Company’s amended and restated memorandum

and articles of association, as may be amended from time to time (the “Memorandum and Articles”)] as described

in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set

forth in the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds

into the trust operating account in the United States at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders, less

taxes payable and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you

are hereby directed and authorized to transfer (via wire transfer) such amount for dissolution expense of $100,000 promptly upon your

receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

The Company has selected [●],

20[●]1 as the effective date for the purpose of determining when the Public Shareholders

will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate

capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms

of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association. Upon the distribution of all the funds, net

of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust

Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Very truly yours,

FutureCorp Space Acquisition 1

By:

Name:

Title:

cc:

Cantor Fitzgerald & Co.

1 24 months after the closing date of the Offering, such earlier

date as the Company’s board of directors may approve, or such later date as the Company’s shareholders may approve.

Exhibit C

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account —Tax Payment Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(j)

of the Investment Management Trust Agreement between FutureCorp Space Acquisition 1 (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of June 4, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof.

Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds

to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,

you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s

operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,

FutureCorp Space Acquisition 1

By:

Name:

Title:

cc:

Cantor Fitzgerald & Co.

Exhibit D

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account—Shareholder Redemption Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(k)

of the Investment Management Trust Agreement between FutureCorp Space Acquisition 1 (the “Company”) and Continental

Stock Transfer & Trust Company (the “Trustee”), dated as of June 4, 2026 (the “Trust Agreement”),

the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest

income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution

to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall

have the meanings set forth in the Trust Agreement.

The Company needs such funds

to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder

vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, as may be amended from

time to time (the “Memorandum and Articles”) not for the purposes of approving, or in conjunction with the consummation

of, a Business Combination (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 the rights of holders of Ordinary Shares

or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds

promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.

Very truly yours,

FutureCorp Space Acquisition 1

By:

Name:

Title:

cc:

Cantor Fitzgerald & Co.

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS

EX-10.2

Filename: ea029400701ex10-2.htm · Sequence: 5

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2026, is made and entered into by and

among FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”), FutureCorp Space Acquisition

1 LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general

partnership (“Cantor” or the “Representative”) (the Sponsor and the Representative

together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,

a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS,

the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued

and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the

underwriters of the Company’s initial public offering exercise their over-allotment option;

WHEREAS,

the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary

Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

WHEREAS,

on the date hereof, the Company and the Sponsor entered into that certain Sponsor Private Placement Warrants Purchase Agreement (the

“Sponsor Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase

an aggregate of 4,000,000 private placement warrants (whether or not the over-allotment option in connection with the Company’s

initial public offering is exercised in full) (the “Sponsor Private Placement Warrants”) in a private placement

transaction occurring simultaneously with the closing of the Company’s initial public offering;

WHEREAS,

on the date hereof, the Company and the Representative entered into that certain Representative Private Placement Warrants Purchase Agreement

(the “Representative Private Placement Warrants Purchase Agreement” and together with the Sponsor Private Placement

Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), pursuant to which Cantor

or its designees agreed to purchase an aggregate of 2,000,000 private placement warrants (including if the underwriters’ over-allotment

option is exercised in full) (the “Representative Private Placement Warrants” and together with the Sponsor

Private Placement Warrants, the “Private Placement Warrants”) in a private placement transaction occurring

simultaneously with the closing of the Company’s initial public offering;

WHEREAS,

in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination

(as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as

the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working

Capital Warrants”) at a price of $1.00 per warrant at the option of the lender; and

WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration

rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

Article

DEFINITIONS

1.1 Definitions.

The terms defined in this ARTICLE 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment

of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i)

would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus

not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein

(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,

(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona

fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Board”

shall mean the Board of Directors of the Company.

“Business

Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar

business combination involving the Company and one or more businesses or entities.

“Commission”

shall mean the United States Securities and Exchange Commission.

“Company”

shall have the meaning given in the Preamble.

“Demand

Registration” shall have the meaning given in subsection 2.1.1.

“Demanding

Holder” shall have the meaning given in subsection 2.1.1.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form

S-1” shall have the meaning given in subsection 2.1.1.

“Form

S-3” shall have the meaning given in subsection 2.3.

“Founder

Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable

upon conversion thereof.

“Founder

Shares Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion

thereof, the period ending on the earlier of (i) one year after the completion of the Company’s initial Business Combination or

earlier if, subsequent to the completion of the Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds

$12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial

Business Combination and (ii) subsequent to the initial Business Combination, the date on which the Company completes a subsequent liquidation,

merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the

right to exchange their Class A Ordinary Shares for cash, securities or other property.

“Holders”

shall have the meaning given in the Preamble.

“Insider

Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and

each of the Company’s officers and directors.

“Maximum

Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under

which they were made) not misleading.

“Ordinary

Shares” shall have the meaning given in the Recitals hereto.

“Permitted

Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable

Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period,

as the case may be, under the Insider Letter, the Private Placement Warrants Purchase Agreements, this Agreement and any other applicable

agreement between such Holder and the Company, and to any transferee thereafter.

“Piggyback

Registration” shall have the meaning given in subsection 2.2.1.

“Private

Placement Lock-up Period” shall mean, with respect to Private Placement Warrants, that are held by the initial purchasers

of such Private Placement Warrants or their Permitted Transferees, and the Ordinary Shares issued or issuable upon the exercise or conversion

of the Private Placement Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees,

the period ending 30 days after the completion of the Company’s initial Business Combination.

“Private

Placement Warrants” shall have the meaning given in the Recitals hereto.

“Pro

Rata” shall have the meaning given in subsection 2.1.4.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable

Security” shall mean (a) 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), (b) the Private Placement Warrants (including

any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding Ordinary Shares or any

other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company

held by a Holder as of the date of this Agreement or acquired by a Holder prior to the consummation of the Business Combination, (d)

any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company

issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working

Capital Warrants and any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants), (e) any equity securities

(including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company held by a Holder on or

after the date of the Business Combination to the extent that such securities are “restricted securities” (as defined in

Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company and (f) any other equity security

of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share sub-division or in

connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any

particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect

to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,

disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new

certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent

public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased

to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or

any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations including as to

manner or timing of sale or current public information requirements); or (E) such securities have been sold to, or through, a broker,

dealer or underwriter in a public distribution or other public securities transaction.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc. and any securities exchange on which the Ordinary Shares are then listed);

(B) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(D) reasonable

fees and disbursements of counsel for the Company;

(E) reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such

Registration; and

(F) reasonable

fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration

to be registered for offer and sale in the applicable Registration.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Representative”

shall have the meaning given in the Recitals hereto.

“Representative

Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Representative

Private Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Requesting

Holder” shall have the meaning given in subsection 2.1.1.

“Securities

Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf”

shall have the meaning given in subsection 2.3.1.

“Sponsor”

shall have the meaning given in the Recitals hereto.

“Sponsor

Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Sponsor

Private Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Subsequent

Shelf Registration” shall have the meaning given in subsection 2.3.2.

“Takedown

Requesting Holder” shall have the meaning given in subsection 2.3.3.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities of the

Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Working

Capital Warrants” shall have the meaning given in the Recitals hereto.

Article

REGISTRATIONS

2.1 Demand

Registration.

2.1.1 Request

for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to

time on or after the date the Company consummates the Business Combination, (i) the Holders of at least a majority of the then-outstanding

number of Registrable Securities or (ii) the Representative or its designees or Permitted Transferees (the “Demanding Holders”)

may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount

and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a

“Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand

Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities

who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand

Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting

Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from

the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting

Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the

Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s

receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting

Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate

of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable

Securities, including one (1) Demand Registration on behalf of the Representative or its designees or Permitted Transferees; provided,

however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement

that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities

requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold,

in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a

Demand Registration.

2.1.2 Effective

Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration

pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission

with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has

complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement

has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently

interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration

Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order

or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such

Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,

but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required

to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration

pursuant to a Demand Registration becomes effective or is subsequently terminated. Notwithstanding the foregoing, the Representative

may not exercise its demand registration rights after five (5) years from the commencement of sales in the Company’s initial public

offering, and may not exercise its demand rights on more than one occasion.

2.1.3 Underwritten

Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding

Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand

Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any)

to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten

Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein.

All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3

shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the

majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,

in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number

of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other

Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration

has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire

to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without

adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering

(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),

then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders

and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and

Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities

that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred

to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of

Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights

to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities;

and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the

Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of

Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i),

(ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register

in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the

Maximum Number of Securities.

2.1.5 Demand

Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a

Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter

or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement

filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding

anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with

a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration

Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or

exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by

the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than

a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or

offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity

securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing

to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing

date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,

the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,

and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities

as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback

Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration

and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable

Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms

and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of

such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute

their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement

in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this

subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. Notwithstanding

the foregoing, the Representative may not exercise its “piggyback” registration rights after seven (7) years from the effective

date of the Company’s initial public offering.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback

Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities

participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires

to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written

contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities

as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which

Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the

Company, exceeds the Maximum Number of Securities, then:

(a) If

the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary

Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;

(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (Pro

Rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration), which

can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has

not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant

to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum

Number of Securities;

(b) If

the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall

include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities,

other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to

the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders

exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata based on the number of

Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities

that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities;

(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary

Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;

and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C),

the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register

pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum

Number of Securities.

2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for

any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its

intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission

with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for

withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission

in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything

to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback

Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not

be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Shelf

Registration.

2.3.1 The

Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under

the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable

Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”),

or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1

(a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method

or combination of methods legally available to, and requested by, any Holder. Within five (5) days of the Company’s receipt of

a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written

notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter

wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in

writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but

not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company

shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with

all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written

notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration

pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities

of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities

(if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the

terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be

necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until

such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1,

the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company

is eligible to use Form S-3.

2.3.2 If

any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are

still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf

to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness

of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner

reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration

statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including

on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent

Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration

to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent

Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time

as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the

extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company,

upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to

be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf

Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration

shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be

so covered once annually after inquiry of the Holders.

2.3.3 At

any time and from time to time after a Shelf has been declared effective by the Commission, each of the Sponsor and the Representative

may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf

(each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten

Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction

of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns

shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown,

which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected

price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten

Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”)

at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration

rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering

(which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval

which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this

subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3.4 If

the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor, the Representative

and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor,

the Representative and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other

equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such

Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor and the Representative that can be sold

without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that

each such Holder has so requested to be included in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number

of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires

to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number

of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown

Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective

number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.

2.3.5 The

Sponsor and the Representative shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon

written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten

Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this

Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown

prior to a withdrawal under this subsection 2.3.5.

2.4 Restrictions

on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate

of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated

Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant

to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration

Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable

to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration

would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration

Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairperson of the Board

stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement

to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event,

the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company

shall not defer its obligation in this manner more than once in any 12-month period.

2.5 Legends.

In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under

the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements

of this Section 2.5, if requested by the Holder, the Company shall cause the transfer agent for the Registrable Securities (the

“Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable

Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two (2)

trading days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received from

the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection

therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation

reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any

legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use

its commercially reasonable efforts to cause an opinion of the Company’s counsel to be provided, in a form reasonably acceptable

to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities

Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant

to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities

Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer required for such Registrable

Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this section and within two (2) trading

days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation

referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions

that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company shall be responsible for the fees

of its Transfer Agent, its legal counsel and all DTC fees associated with such issuance.

Article

COMPANY

PROCEDURES

3.1 General

Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect

the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of

such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as

expeditiously as possible:

3.1.1 prepare

and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its

reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities

covered by such Registration Statement have been sold;

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations

or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder

to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance

with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior

to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ and Underwriters’ legal

counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement

(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration

Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities

included in such Registration or the legal counsel for any such Holders and Underwriters may request in order to facilitate the disposition

of the Registrable Securities owned by such Holders;

3.1.4 prior

to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the

Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request

and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with

or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do

any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such

Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the

Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify

or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then

otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued

by the Company are then listed;

3.1.6 provide

a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date

of such Registration Statement;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if

such stop order should be issued;

3.1.8 at

least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing

copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,

of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit

a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if

any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,

in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information

reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,

that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the

Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any

Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment

or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration

Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing

each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company

shall include unless contrary to applicable law;

3.1.11 obtain

a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered

by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest

of the participating Holders;

3.1.12 on

the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel

representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,

and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being

given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions

and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in

the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter of such offering;

3.1.14 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement

which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter

by the Commission);

3.1.15 if

the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable

efforts to make available senior executives of the Company to participate in customary “road show” presentations that may

be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection

with such Registration.

3.2 Registration

Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the

Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions

and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”

all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements

for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the

Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities

on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,

powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required

under the terms of such underwriting arrangements.

3.4 Suspension

of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains

a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received

copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to

prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised

in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration

Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion

in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,

the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend

use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith

by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders

agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration

in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration

of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company

under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to

promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such

further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary

Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144

promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal

opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer

as to whether it has complied with such requirements.

3.6 Limitations

on Registration Rights. Notwithstanding anything herein to the contrary, the Representative or its designees or Permitted Transferees

may not exercise their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years from the commencement of sales

in the Company’s initial public offering, respectively.

Article

INDEMNIFICATION

AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The

Company agrees to indemnify, to the extent permitted by law and the Company’s amended and restated memorandum and articles of association,

each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the

Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue

or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment

thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make

the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing

to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and

each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing

with respect to the indemnification of the Holder.

4.1.2 In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to

the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each

person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses

(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the

Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material

fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue

statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;

provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,

and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by

such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall

indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities

Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any

person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to

which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume

the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties

indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict

of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying

party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot

be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such

settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified

party of a release from all liability in respect to such claim or litigation.

4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer

of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s

indemnification is unavailable for any reason.

4.1.5 If

the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,

in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of

such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying

party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party

and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or

alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information

supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative

intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of

any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering

giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above

shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any

legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties

hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro

rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this

subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

4.2 Waiver

of Medallion Guaranty. The Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary

form, in favor of Continental Stock Transfer & Trust Company (or any successor transfer agent or warrant agent of the Company) in

connection with the waiver of any requirement to provide a medallion guarantee in connection with any Transfer of any equity securities

of the Company by the Sponsor, the Representative or any of their Permitted Transferees.

Article

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to

the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier

service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each

notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,

sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case

of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered

to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon

presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 8605 Santa Monica Blvd., #54207,

Los Angeles, CA 90069, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s

books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties

hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section

5.1.

5.2 Assignment;

No Third Party Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or

in part.

5.2.2 Prior

to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign

or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a

transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound

by the transfer restrictions set forth in this Agreement.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and

the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This

Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this

Agreement and Section 5.2 hereof.

5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company

unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii)

the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this

Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other

than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,

and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing

Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE

THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK

RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED

IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH

PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

5.5 Amendments

and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable

Securities at the time in question (which majority must include the Representative if such amendment or modification is material and

adverse to the Representative), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,

or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,

any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital

shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of

the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on

the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights

or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall

operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other

Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right

to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration

filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents

and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and

in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term.

This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which

(A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period

referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission))

or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule

144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section

3.5 and ARTICLE 4 shall survive any termination.

[Signature

Page Follows]

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

FUTURECORP

SPACE ACQUISITION 1,

Cayman Islands exempted company

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief

Executive Officer and Chief Financial Officer

HOLDERS:

FUTURECORP

SPACE ACQUISITION 1 LLC,

Delaware limited liability company

MANAGING

MEMBER:

PUBCO

ACQUISITION CORP LLC

By:

FUTURECORP LLC, its Sole Member

By:

/s/

Joshua Marks

Name:

Joshua Marks

Title:

Manager

CANTOR

FITZGERALD & CO.,

New York general partnership

By:

/s/ Sage Kelly

Name:

Sage Kelly

Title:

Co-Chief Executive Officr &

Global Head of Investment Banking

[Signature

Page to Registration Rights Agreement]

EX-10.3 — SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR

EX-10.3

Filename: ea029400701ex10-3.htm · Sequence: 6

Exhibit

10.3

PRIVATE

PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 4, 2026 (as it may from time to time be amended, this “Agreement”),

is entered into by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”),

and FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS,

the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),

each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”),

and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of

$11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (whether or not the underwriters’

over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),

each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

NOW

THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section

1 Authorization, Purchase and Sale; Terms of the Private Placement Warrants.

A. Authorization

of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the

Purchaser.

B. Purchase

and Sale of the Private Placement Warrants.

(i) On

the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the

Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to

purchase from the Company, an aggregate of 4,000,000 Private Placement Warrants (whether or not the underwriters’ over-allotment

option in connection with the Public Offering is exercised in full), each at a price of $1.00 per warrant for the aggregate purchase

price of $4,000,000 (whether or not the underwriters’ over-allotment option in connection with the Public Offering is exercised

in full) (the “Purchase Price”), which shall be paid by the Purchaser by wire transfer of immediately available

funds to the Company at least one business day prior to the Closing Date in accordance with the Company’s wiring instructions.

On the Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company,

the Company, at its option, shall deliver a certificate to the Purchaser evidencing the Private Placement Warrants purchased and received

by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

C. Terms

of the Private Placement Warrants.

(i) Each

Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent

in connection with the Public Offering (a “Warrant Agreement”).

(ii)

At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the

“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the

Purchaser relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.

Section

2 Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase

the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall

survive the Closing Date) that:

A. Incorporation

and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of

the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected

to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite

corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

B. Authorization;

No Breach.

(i) The

execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as

of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,

subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating

to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon

issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants

will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.

(ii) The

execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement

Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance

with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result

in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security

interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization,

consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental

body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof

or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation

to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings

required after the date hereof under federal or state securities laws.

C. Title

to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration

in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly

and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the

Warrant Agreement, and upon registration in the books maintained by or on behalf of the Company for

the registration and transfer of the Private Placement Warrants (in the case of the Private Placement Warrants) or the Company’s

register of members (in the case of the Ordinary Shares issuable upon exercise of such Private Placement Warrants), the Purchaser will

have good title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants,

free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other

agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances

imposed due to the actions of the Purchaser.

D. Governmental

Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required

in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any

other transactions contemplated hereby.

E. Regulation

D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders

of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation

D under the Securities Act of 1933, as amended (the “Securities Act”).

Section

3 Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue

and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations

and warranties shall survive the Closing Date) that:

A. Organization

and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated

by this Agreement.

B. Authorization;

No Breach.

(i) This

Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’

rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii) The

execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser

does not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions

of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C. Investment

Representations.

(i) The

Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable

upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment

purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The

Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not

experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

(iii) The

Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration

requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and

the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the

availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

(iv) The

Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning

of Rule 502(c) under the Securities Act.

(v) The

Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to

ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities

involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to the acquisition of the Securities.

(vi) The

Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made

any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser

nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(vii) The

Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities

laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance

on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any

other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with

the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available for the resale of

securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at

any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following

conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer

of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required

to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports

and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form

10 type information with the SEC reflecting its status as an entity that is not a shell company.

(viii) The

Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments

in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment

in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an

indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have

no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can

afford a complete loss of its investment in the Securities.

Section

4 Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement

Warrants is subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

A. Representations

and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and

as of the Closing Date as though then made.

B. Performance.

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by it on or before the Closing Date.

C. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement

or the Warrant Agreement.

D. Warrant

Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.

Section

5 Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject

to the fulfillment, on or before the Closing Date, of each of the following conditions:

A. Representations

and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and

as of the Closing Date as though then made.

B. Performance.

The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are

required to be performed or complied with by the Purchaser on or before the Closing Date.

C. Corporate

Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance

of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

D. No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement

or the Warrant Agreement.

E. Warrant

Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.

Section

6 Termination. This Agreement may be terminated at any time after September 30, 2026 upon the election by either the Company or

the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

Section

7 Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing

Date.

Section

8 Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration

statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.

Section

9 Miscellaneous.

A. Successors

and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf

of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed

or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments

by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

B. Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective

only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one

party, but all such counterparts taken together shall constitute one and the same agreement.

D. Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive

part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E. Governing

Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed

in accordance with the internal laws of the State of New York.

F. Amendments.

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all

parties hereto.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

FUTURECORP

SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and

Chief Financial Officer

PURCHASER:

MANAGING

MEMBER:

PUBCO

ACQUISITION CORP LLC

By:

FUTURECORP LLC, its Sole Member

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Manager

[Signature Page to Private Placement Warrants Purchase Agreement]

EX-10.4 — CANTOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO

EX-10.4

Filename: ea029400701ex10-4.htm · Sequence: 7

Exhibit 10.4

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS

PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of June, 2026, by and between FutureCorp

Space Acquisition 1, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., a New York

general partnership (“Cantor” or the “Subscriber”).

WHEREAS, the Company desires

to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including

if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively,

the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary

Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement

Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant

is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in connection

with the initial public offering (the “IPO”) of the Company’s units (the “Units”), as amended

at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary of the consummation

of the Company’s initial business combination (the “Business Combination”) (provided that so long as the Placement

Warrants are held by the Subscriber or its designees, the Subscriber or its designees will not be permitted to exercise such Placement

Warrants after the five year anniversary of the commencement of sales in the IPO); and

WHEREAS, the Subscriber wishes

to purchase an aggregate of 2,000,000 Placement Warrants (including if the underwriters’ over-allotment option is exercised in full),

and the Company wishes to accept such subscription from the Subscriber.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:

1. Agreement

to Subscribe

1.1 Purchase

and Issuance of the Placement Warrants.

(i) Upon

the terms and subject to the conditions of this Agreement, on the date of the consummation of the IPO or on such earlier time and date

as may be mutually agreed by the Subscriber and the Company (the “Closing Date”), the Subscriber hereby agrees to purchase

from the Company, and the Company hereby agrees to sell to the Subscriber 2,000,000 Placement Warrants (including if the underwriters’

over-allotment option is exercised in full) at a price per warrant of $1.00 for an aggregate purchase price of $2,000,000.00 (including

if the underwriters’ over-allotment option is exercised in full) (the “Purchase Price”). On the Closing Date,

the Company shall, at its option, deliver to the Subscriber the certificates representing the Placement Warrants purchased or effect such

delivery in book-entry form.

1.2 Purchase

Price. The Purchase Price shall be paid by wire transfer of immediately available funds, or by such other method as may be reasonably

acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the

Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior

to the Closing Date.

1.3 Closings.

The Closing shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York,

New York 10105, or such other place as may be agreed upon by the parties hereto.

1.4 Termination.

This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior

to September 30, 2026.

2. Representations

and Warranties of the Subscriber

As a material inducement to

the Company to enter into this Agreement and issue and sell the Placement Warrants to the Subscriber, the Subscriber represents and warrants

to the Company that:

2.1 No

Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation

or endorsement of the Company, the merits of the Offering of the Securities or the suitability of the investment in the Securities by

the Subscriber.

2.2 Accredited

Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation

D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated

hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the

Securities Act and similar exemptions under state law. The Subscriber has not experienced a disqualifying event as enumerated pursuant

to Rule 506(d) of Regulation D under the Securities Act.

2.3 Intent.

The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account (and/or for the account

or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view towards, or for resale in connection

with, any public sale or distribution thereof.

2.4 Restrictions

on Transfer. The Subscriber acknowledges and understands the Placement Warrants are being offered in a transaction not involving a

public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities

Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be

offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities

Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant

to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable

securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the

Securities are subject to transfer restrictions as described in Section 7 hereof. The Subscriber agrees that if any transfer of its Securities

or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver

to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available

exemption from registration, the Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms

hereof). The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber

for the resale of the Securities until the following conditions are met: (i) the issuer of the securities that was formerly a shell company

has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed

all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that

the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from

the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company,

despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

2.5 Sophisticated

Investor.

(i) The

Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities. The

Subscriber has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future

needs for liquidity which would be jeopardized by the investment in the Securities.

(ii) The

Subscriber has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the offer and sale of the Securities which have been requested by the Subscriber. The Subscriber has been afforded the opportunity

to ask questions of the executive officers and directors of the Company.

(iii) The

Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,

(a) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be

sold unless subsequently registered under the Securities Act or an exemption from such registration is available, (b) except as specifically

set forth in the registration rights agreement pursuant to which the Company will grant certain registration rights to the Subscriber

relating to the Securities, neither the Company nor any other person is under any obligation to register the Securities under the Securities

Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder and (c) the Subscriber has waived

its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber are not

entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly the Subscriber may suffer a

loss of a portion or all of its investment in the Securities. The Subscriber is able to bear the economic risk of its investment in the

Securities for an indefinite period of time. The Subscriber has sought such accounting, legal and tax advice as it has considered necessary

to make an informed investment decision with respect to the acquisition of the Securities.

2.6 Organization

and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation

or formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

2.7 Authority.

This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement of the Subscriber

enforceable against the Subscriber in accordance with its terms, subject to the general principles of equity and to bankruptcy or other

laws affecting the enforcement of creditors’ rights generally.

2.8 No

Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated

hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s organizational documents, (ii) any agreement

or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or

any agreement, order, judgment or decree to which the Subscriber is subject.

2.9 No

Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated

by this Agreement with the Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations

of the Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely

on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,

tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any

jurisdiction.

2.10 Reliance

on Representations and Warranties. The Subscriber understands the Placement Warrants are being offered and sold to the Subscriber

in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations

of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments

and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

2.11 No

General Solicitation. The Subscriber is not subscribing for the Placement Warrants as a result of or subsequent to any general solicitation

or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,

magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement

with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).

2.12 Legend.

The Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),

in form and substance substantially as set forth in Section 4 hereof.

3. Representations,

Warranties and Covenants of the Company

The Company represents and

warrants to, and agrees with, the Subscriber that:

3.1 Valid

Issuance. The Company is authorized to issue 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary

Shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) and

5,000,000 preference shares, par value $0.0001 per share (“Preference Shares”). As of the date hereof, the Company

has issued and outstanding 5,750,000 Class B Ordinary Shares (of which up to 750,000 shares are subject to forfeiture as described in

the Registration Statement) and no Preference Shares. All of the issued Class B Ordinary Shares of the Company have been duly authorized,

validly issued, and are fully paid and non-assessable.

3.2 Title

to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be

entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each

of the Placement Warrants and Warrant Shares (after issuance) will be duly and validly issued, fully paid and non-assessable. On each

date of issuance of Placement Warrants, a sufficient number of Warrant Shares shall have been reserved for issuance upon the exercise

of all of the Placement Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,

as the case may be, the Subscriber will have or receive good title to the Placement Warrants, free and clear of all liens, claims and

encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer

restrictions under federal and state securities laws and (iii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

3.3 Organization

and Qualification. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the

Cayman Islands and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.4 Authorization;

Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this

Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement

by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate

action, and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement

constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws

relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application

and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of

public policy.

3.5 No

Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated

hereby do not (i) result in a violation of the Company’s amended and restated memorandum and articles of association, (ii) conflict

with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation

to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state

securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may

be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization

or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform

any of its obligations under this Agreement or issue the Placement Warrants or Warrant Shares in accordance with the terms hereof.

4. Legends

4.1 Legend.

The Company will issue the Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber.

The Securities will bear the following Legend and appropriate “stop transfer” instructions:

“THE SECURITIES REPRESENTED BY

THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,

SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES

LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS

BY AND AMONG FUTURECORP SPACE ACQUISITION 1 (THE “COMPANY”), FUTURECORP SPACE ACQUISITION 1 LLC AND THE OTHER SIGNATORIES

THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER

THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED

TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE

AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION

RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

4.2 Subscriber’s

Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligation and agreement to comply with all applicable

securities laws upon resale of the Securities.

4.3 Company’s

Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole

judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the

Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance

herewith.

4.4 Registration

Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration

Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date

of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and “piggyback”

registration rights after five (5) and seven (7) years from the commencement of sales in the IPO and may not exercise its demand rights

on more than one occasion.

5. Waiver

of Liquidation Distributions.

In connection with the Securities

purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any

distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption

rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to

a Business Combination, (iii) upon the Company’s redemption of Class A Ordinary Shares included in the Units sold in the Company’s

IPO upon the Company’s failure to complete the Business Combination within the period provided for in the Company’s amended

and restated memorandum and articles of association or (iv) in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association not for the purposes of approving, or in conjunction with the consummation

of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with

a Business Combination or to redeem 100% of the Class A Ordinary Shares included in the Units sold in the Company’s IPO if the Company

has not consummated a Business Combination within the period provided for in the Company’s amended and restated memorandum and articles

of association or (B) with respect to any other material provisions relating to the right of holders of Class A Ordinary Shares or pre-Business

Combination activity. In the event that the Subscriber purchases Class A Ordinary Shares as part of the Units in the IPO or in the aftermarket,

any additional Class A Ordinary Shares so purchased shall be eligible to receive the redemption value of such Class A Ordinary Shares

upon the same terms offered to all other purchasers of Class A Ordinary Shares included as part of the Units in the IPO. Nothing herein

shall preclude the Subscriber from making any claim or seeking recourse against the Company’s funds held outside of the Trust Account

or seeking to enforce the terms of the Underwriting Agreement.

6. Terms

of Placement Warrants.

Each Placement Warrant shall

have the terms set forth in the Warrant Agreement.

7. Lock-Up

Period.

7.1 The

Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided,

however, that Transfers of Securities are permitted (a) to the Company’s or the Subscriber’s officers or directors, any affiliates

or family members of any of the Company’s or the Subscriber’s officers or directors, any members of the Company’s sponsor,

or any affiliates of the Company’s sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate

family or to a trust, the beneficiary of which is a member of the individual’s immediate family or 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 the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the State of New York

or the Subscriber’s partnership agreement in the event of the Subscriber’s liquidation; (f) in the event of the Company’s

liquidation prior to the consummation of a Business Combination; 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 by the same agreements

entered into by the Company’s sponsor and the Subscriber with respect to such securities.

7.2 For

purposes of Section 7.1, the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,

hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment

or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of

Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect

to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash

or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

7.3 In

addition to the restrictions on transfer described in Section 7.1, the Subscriber acknowledges and agrees that the Placement Warrants

and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority

(“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180

days immediately following the commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Placement Warrants

and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the

foregoing 180 day period except to any underwriter or selected dealer participating in the IPO and the officers or partners, registered

persons or affiliates of the Subscriber and any such participating underwriter or selected dealer. Additionally, the Placement Warrants

and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call

transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following

the commencement of sales in the IPO.

8. Terms

of the Placement Warrants

The Placement Warrants are

substantially identical to the warrants included as part of the Units to be offered in the IPO except that: (i) they are subject to the

transfer restrictions described in Section 7 hereof; (ii) they will be entitled to registration rights and (iii) they may not be exercisable

more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).

9. Conditions

of the Subscriber’s Obligations

The obligation of the Subscriber

to purchase and pay for the Private Placement Warrants is subject to the fulfillment, on or before the Closing Date, of each of the following

conditions:

9.1 Representations

and Warranties. The representations and warranties of the Company contained in Section 3 hereof shall be true and correct at and as

of the Closing Date as though then made.

9.2 Performance.

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required

to be performed or complied with by it on or before the Closing Date.

9.3 No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement

or the Warrant Agreement.

9.4 Warrant

Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Subscriber.

10. Conditions

of the Company’s Obligations

10.1 Representations

and Warranties. The representations and warranties of the Subscriber contained in Section 2 hereof shall be true and correct at and

as of the Closing Date as though then made.

10.2 Performance.

The Subscriber shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are

required to be performed or complied with by the Subscriber on or before the Closing Date.

10.3 No

Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having

authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement

or the Warrant Agreement.

10.4 Warrant

Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Subscriber.

11. Governing

Law; Jurisdiction; Waiver of Jury Trial

This Agreement shall be governed

by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.

The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions

contemplated hereby.

12. Assignment;

Entire Agreement; Amendment

12.1 Assignment.

Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person

agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.

12.2 Entire

Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and

merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

12.3 Amendment.

Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated

other than by a written instrument signed by all of the parties hereto. Any amendment to the terms of the Private Placement Warrants (including,

for the avoidance of doubt, the forfeiture or cancellation thereof) shall require the prior written consent of Cantor. Each of the parties

hereto shall receive notice of any proposed amendment to the terms of the Private Placement Warrants at least two business days prior

to the effective date of such amendment.

12.4 Binding

upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,

legal representatives, successors and permitted assigns.

13. Notices

13.1 Notices.

Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and

personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by

courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said

party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for

itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival

date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent

by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a)

if by electronic mail, when directed to an electronic mail address at which the recipient has consented to receive notice; (b) if by a

posting on an electronic network together with separate notice to the recipient of such specific posting, upon the later of (1) such posting

and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the recipient.

14. Counterparts

This Agreement may be executed

in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

15. Survival;

Severability

15.1 Survival.

The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.

15.2 Severability.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable

or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective

if it materially changes the economic benefit of this Agreement to any party.

16. Headings.

The titles and subtitles used

in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

FUTURECORP SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and

Chief Financial Officer

SUBSCRIBER:

CANTOR FITZGERALD & CO.

By:

/s/ Sage Kelly

Name:

Sage Kelly

Title:

Co-Chief Executive Officer & Global Head of Investment Banking

[Signature Page to Private Placement Warrants

Purchase Agreement (Representative)]

EX-10.5 — LETTER AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS, DIRECTORS, AND THE SPONSOR

EX-10.5

Filename: ea029400701ex10-5.htm · Sequence: 8

Exhibit 10.5

June 4, 2026

FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207

Los Angeles, CA 90069

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter

Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)

entered into by and among FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”)

and Cantor Fitzgerald & Co., as representative (the “Representative”) of the underwriters (the “Underwriters”),

relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s

units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”),

each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”)

and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof

to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering

pursuant to the registration statement on Form S-1 (File No. 333-296040) and prospectus (the “Prospectus”) filed

by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply

to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order to induce the Company

and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, FutureCorp Space Acquisition 1 LLC, a Delaware limited liability

company (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s

board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”),

hereby agree with the Company as follows:

1. The

Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with

such proposed Business Combination, it, he or she shall (i) vote all Founder Shares and any shares acquired by it, him or her in the Public

Offering or the secondary public market in favor of such proposed Business Combination, except that it, he or she shall not vote any Class

A Ordinary Shares that it, he or she purchased after the Company publicly announces its intention to engage in such proposed Business

Combination for or against such proposed Business Combination and (ii) not redeem any Class A Ordinary Shares owned by it, him or her

in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender

offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection

herewith.

2. The

Sponsor and each Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is 24 months

after the closing of the Public Offering, or such earlier date as Company’s board of directors may approve, or such later date as

the Company’s shareholders may approve, in each case in accordance with the Company’s amended and restated memorandum and

articles of association, as may be amended from time to time (the “Completion Window” and the “Memorandum

and Articles,” respectively), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (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 therefor, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the

Public Offering (the “Offering 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 funds held in the Trust Account (which interest shall be net of

taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Offering Shares then in issue,

which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further

liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate,

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

of applicable law. The Sponsor and the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes

of approving, or in conjunction with the consummation of, a Business Combination (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 Offering 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 the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, unless the Company provides

its Public Shareholders with the opportunity to redeem their Offering Shares upon effectiveness 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 and

not previously released to the Company to pay its taxes, divided by the number of Offering Shares then in issue, subject to applicable

law. The Sponsor and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the

Trust Account with respect to any Founder Shares held by it, him or her if the Company fails to complete a Business Combination within

the Completion Window; although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any

Offering Shares it, he or she holds if the Company fails to complete a Business Combination within the prescribed time frame. The Sponsor

and each Insider hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder

Shares and Offering Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights

with respect to Founder Shares and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Memorandum

and Articles in the manner described above.

3. To

the fullest extent permitted by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold harmless

and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present

and former), managers and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”)

from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in

settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees,

expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee

or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation,

alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted

by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities

sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection

with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with

respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee);

provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any

costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may

incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance

of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company

shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee

in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.

4. During

the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not,

without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant

any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent

position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,

as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary Shares, the Company’s

Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, together with the Class

A Ordinary Shares, the “Ordinary Shares”), Warrants or any securities convertible into, or exercisable, or exchangeable

for, Class A Ordinary Shares owned by him, her or it; provided, however, that the foregoing shall not apply to transfers

to the Sponsor by the Insiders, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into,

or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it, whether any such transaction is to be settled by

delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause

(i) or (ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions

shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering.

5. In

the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member

or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense

whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending

against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of

any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered or products sold

to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other

similar agreement or business combination agreement (a “Target”); provided, however, that such

indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for

services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce

the amount of funds in the Trust Account to below (A) $10.00 per share of the Offering Shares or (B) such lesser amount per share of the

Offering Shares held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the

trust assets, in each case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any

claims by a third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account

whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third

party, the Sponsor shall not be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing,

such indemnification of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify

the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Act”). The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory

to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the

Company in writing that it shall undertake such defense.

6. To

the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 3,000,000 Units (as described in

the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for cancellation,

a number of Founder Shares equal to the product of 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the

number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.

The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters

so that the Founder Shares will represent 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering.

The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased and the Sponsor has either

purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a share dividend or share

capitalization, or a surrender for no consideration or share contribution back to capital, or otherwise, in each case in connection with

such increase or decrease in the size of the Public Offering, then (A) the references to 3,000,000 in the numerator and denominator of

the formula in the first sentence of this paragraph 6 shall be changed to a number equal to 15% of the number of Class A Ordinary Shares

included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the first sentence of

this paragraph 6 shall be adjusted to such number of Founder Shares that the Sponsor would have to collectively return to the Company

in order for all holders of Founder Shares to hold an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after

the Public Offering.

7. The

Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured

in the event of a breach by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider

of its obligations under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii)

the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in

equity, in the event of such breach.

8. Transfer

Restrictions.

(a) Subject

to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares

issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business

Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00

per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, 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 and (ii) subsequent

to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar

transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash,

securities or other property (the “Lock-up”).

(b) Subject

to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class

A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion

of a Business Combination.

the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or

issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon

exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable

(that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s

officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s

officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised

by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as

a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family,

an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution

upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or

transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion

Window 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; (vi) pro rata distributions from the Sponsor or the Representative to their respective members, partners or

shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents;

(vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor

or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business

Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger,

share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible

under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees

must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in

this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

9. Each

Insider’s biographical information furnished to the Company and the Representative that is included in the Prospectus is true and

accurate in all respects and does not omit any material information with respect to such Insider’s background and contains all of

the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s

questionnaire furnished to the Company and the Representative including any such information that is included in the Prospectus is true

and accurate in all respects. Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal

action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the

offering of securities in any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving

fraud, (B) relating to any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities

and such Insider is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has ever

been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities

license or registration denied, suspended or revoked.

10. The

Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without

limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement

and, as applicable, to serve as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby

consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.

11. As

used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,

share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii) “Founder

Shares” shall mean the Class B Ordinary Shares held by the Sponsor prior to the consummation of the Public Offering; (iii)

“Private Placement Warrants” shall mean the 6,000,000 private placement warrants (including if the underwriters’

over-allotment option is exercised in full) that the Representative and Sponsor have agreed to purchase for an aggregate purchase price

of $6,000,000 (including if the underwriters’ over-allotment option is exercised in full), or $1.00 per warrant, in a private placement

that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders” shall

mean the holders of Offering Shares other than the Sponsor and the Insiders; (v) “Trust Account” shall mean

the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be

deposited and (vi) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,

pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or

increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section

16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with any respect to, any security, (b)

entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership

of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement

of any intention to effect any transaction specified in clause (a) or (b).

12. This

Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and

supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they

relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,

modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed

by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that each Representative is a third-party beneficiary

of this Letter Agreement.

13. No

party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written

consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate

to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider

and each of their respective successors, heirs and assigns and permitted transferees.

14. This

Letter Agreement shall be governed by and construed and enforced in accordance with 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 parties

hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall

be brought and enforced in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably

submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive

jurisdiction and venue or that such courts represent an inconvenient forum.

15. Any

notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing

and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or

facsimile transmission.

16. This

Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided,

however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed

by June 8, 2026; provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.

[Signature Page Follows]

Sincerely,

FUTURECORP SPACE ACQUISITION 1 LLC, a Delaware limited liability

company

MANAGING MEMBER:

Pubco Acquisition Corp LLC, its sole member

By: FutureCorp LLC, its sole member

By:

/s/ Joshua Marks

Name:

Joshua Marks

Title:

Manager

[Signature Page to Letter Agreement]

INSIDERS:

Name:

/s/ Sudhin Shahani

Sudhin Shahani

Name:

/s/ Joshua Marks

Joshua Marks

Name:

/s/ David Anderman

David Anderman

Name:

/s/ Shawn Pelsinger

Shawn Pelsinger

Name:

/s/ John Tuttle

John Tuttle

[Signature Page to Letter Agreement]

Acknowledged and Agreed:

FUTURECORP SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

[Signature Page to Letter Agreement]

EX-10.7 — ADMINISTRATIVE SERVICES AGREEMENT, DATED JUNE 4, 2026, BY AND BETWEEN THE COMPANY AND FUTURECORP SPACE ACQUISITION 1 LLC

EX-10.7

Filename: ea029400701ex10-7.htm · Sequence: 9

Exhibit 10.7

FutureCorp Space Acquisition 1

8605 Santa Monica Blvd.

#54207

Los Angeles, California 90069

June 4, 2026

FutureCorp Space Acquisition 1 LLC

c/o FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207

Los Angeles, California 90069

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between FutureCorp

Space Acquisition 1 (the “Company”) and FutureCorp Space Acquisition 1 LLC (the “Sponsor”), dated as of the date

hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the

“Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission

(the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business

combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter

referred to as the “Termination Date”):

(i) Sponsor shall make available to the Company,

office space, utilities, secretarial and administrative support, and other related services rendered to members of the Company’s

management team prior to the consummation of the Company’s initial business combination. In exchange therefor, the Company shall

pay Sponsor the sum of $20,000 per month on an accrual basis, commencing on the Closing Date and continuing monthly thereafter until the

Termination Date on an accrual basis;

(ii) All amounts accrued hereunder shall only

be payable upon the successful completion of the Company’s initial business combination, as described in the Registration Statement;

and

(iii) Except as described herein, Sponsor hereby

irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this

letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust

account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the

Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it

may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets

in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account

or any monies or other assets in the Trust Account for any reason whatsoever.

This letter agreement constitutes the entire agreement

and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations

by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions

contemplated hereby.

This letter agreement may not be amended, modified

or waived as to any particular provision, except by a written instrument executed by the parties hereto.

No party hereto may assign either this letter

agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported

assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title

to the purported assignee.

This letter agreement constitutes the entire relationship

of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed

by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of

laws principles.

This letter agreement may be executed in one or

more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and

the same letter agreement.

[Signature Page Follows]

Very truly yours,

FUTURECORP SPACE ACQUISITION 1

By:

/s/ Joshua B. Marks

Name:

Joshua B. Marks

Title:

Chief Executive Officer and Chief Financial Officer

AGREED TO AND ACCEPTED BY: FUTURECORP SPACE ACQUISITION 1 LLC

MANAGING MEMBER:

PUBCO ACQUISITION CORP LLC

By:

FUTURECORP LLC, its Sole Member

By:

/s/ Joshua Marks

Name:

Joshua Marks

Title:

Manager

[Signature Page to Administrative Services

Agreement]

EX-99.1 — PRESS RELEASE, DATED JUNE 4, 2026

EX-99.1

Filename: ea029400701ex99-1.htm · Sequence: 10

Exhibit 99.1

FutureCorp Space Acquisition 1 Announces Pricing of $200,000,000

Initial Public Offering

New York, NY, June 04, 2026 (GLOBE NEWSWIRE) -- FutureCorp

Space Acquisition 1 (the “Company”) announced today the pricing of its initial public offering of 20,000,000 units at a price

of $10.00 per unit. The units are expected to be listed on The New York Stock Exchange LLC (“NYSE”) and begin trading on June

5, 2026, under the ticker symbol “FTRAU.” Each unit consists of one Class A ordinary share and one-half of one redeemable

warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject

to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount

equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the

units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “FTRA”

and “FTRAW,” respectively. The offering is expected to close on June 8, 2026, subject to customary closing conditions. The

Company has granted the underwriters 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 Company is a blank check company formed for the purpose of effecting

a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution.

The Company’s primary focus will be on companies in the global space economy and adjacent industries, including space manufacturing

and component supply chains, launch platforms, in-orbit services and habitats, in-orbit computing and manufacturing, space-based telecommunications

and Earth observation, and defense-related activities.

The Company’s management team is led by Joshua B. Marks, its

Chief Executive Officer and Chief Financial Officer, Matthew A. Long, the General Counsel, and Sudhin R. Shahani, the Chairman of the

Board of Directors (the “Board”). The Board also includes David J. Anderman, Shawn K. Pelsinger, and John R. Tuttle.

Cantor Fitzgerald & Co. is acting as sole book-running manager

for the offering.

The offering is being made only by means of a prospectus. When available,

copies of the prospectus may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New York, NY 10022,

or by email at prospectus@cantor.com, or

by accessing the SEC’s website, www.sec.gov.

A registration statement relating to the securities has been filed

with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 4, 2026. This press release shall not

constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction

in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking

statements,” including with respect to the expected closing of the proposed initial public offering 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.

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 prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents 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.

Investor Contacts

FutureCorp Space Acquisition I

desk@futurecorp.vc

Attn: Joshua B. Marks; Sudhin R. Shahani

EX-99.2 — PRESS RELEASE, DATED JUNE 8, 2026

EX-99.2

Filename: ea029400701ex99-2.htm · Sequence: 11

Exhibit 99.2

FutureCorp Space Acquisition 1 Completes $230,000,000 Initial Public

Offering

New York, NY, June 08, 2026 (GLOBE NEWSWIRE) -- FutureCorp

Space Acquisition 1 (the “Company”) announced today the closing of its initial public offering of 23,000,000 units, which

includes 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was

priced at $10.00 per unit, resulting in gross proceeds of $230,000,000. The Company’s units began trading on June 5, 2026 on The

New York Stock Exchange (“NYSE”) under the ticker symbol “FTRAU.” Each unit consists of one Class A ordinary share

of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary

share of the Company at an exercise price of $11.50 per share, subject to certain adjustment. No fractional warrants will be issued upon

separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class

A ordinary shares and warrants are expected to be listed on NYSE under the symbols “FTRA” and “FTRAW,” respectively.

Of the proceeds received from the consummation of the initial public offering (including the exercise of the over-allotment option) and

a simultaneous private placement of warrants, $230,000,000 (or $10.00 per unit sold in the offering) was placed in trust.

The Company is a blank check company formed for the purpose of effecting

a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution.

The Company’s primary focus will be on companies in the global space economy and adjacent industries, including space manufacturing

and component supply chains, launch platforms, in-orbit services and habitats, in-orbit computing and manufacturing, space-based telecommunications

and Earth observation, and defense-related activities.

The Company’s management team is led by Joshua B. Marks, its

Chief Executive Officer and Chief Financial Officer, Matthew A. Long, the General Counsel, and Sudhin R. Shahani, the Chairman of the

Board of Directors (the “Board”). The Board also includes David J. Anderman, Shawn K. Pelsinger, and John R. Tuttle.

Cantor Fitzgerald & Co. acted as sole book-running manager for

the offering.

A registration statement relating to the securities was declared effective

by the U.S. Securities and Exchange Commission (the “SEC”) on June 4, 2026. The offering has been made only by means of a

prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New

York, New York 10022; Email: prospectus@cantor.com.

Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these

securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking

statements” including with respect to the search for an initial business combination. No assurance can be given that the net proceeds

of the offering will be used as indicated.

Forward-looking statements are subject to numerous conditions, many

of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s

registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents 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.

Investor Contacts

FutureCorp Space Acquisition 1

desk@futurecorp.vc

Attn: Joshua B. Marks; Sudhin R. Shahani

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Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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- Details

Name:

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- Details

Name:

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- Details

Name:

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