Form 8-K

8-K — Columbus Circle Capital Corp II

Accession: 0001213900-26-093821

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0002088805

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0303421-8k_inflection7.htm (Primary)

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ea030342101ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0303421-8k_inflection7.htm · Sequence: 1

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0002088805

Columbus Circle Capital Corp II

0002088805

2026-08-26

0002088805

CMIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember

2026-08-26

0002088805

CMIIU:ClassOrdinarySharesParValue0.0001PerShareMember

2026-08-26

0002088805

CMIIU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

2026-08-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

August 26, 2026

INFLECTION POINT ACQUISITION CORP. VII

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43112

98-1890239

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Columbus Circle, 24th Floor

New York, New York 10019

(Address of principal executive offices, including

zip code)

(646)

792-5600

(Registrant’s telephone number, including area code)

Columbus Circle Capital Corp II

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

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))

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-third of one Redeemable Warrant

CMIIU

The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share

CMII

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

CMIIW

The Nasdaq Stock Market LLC

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 ☒

If 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 5.03 Amendments to Articles of Incorporation

or Bylaws.

The information included in Item 5.07 is incorporated by reference

in this item to the extent required.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

On August 26, 2026, Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II, the “Company”) held an

extraordinary general meeting (the “Extraordinary General Meeting”). An aggregate of 20,075,383 (64.07%) of the Company’s

issued and outstanding ordinary shares held of record as of July 16, 2026, the record date for the Extraordinary General Meeting, were

present either in person or by proxy, which constituted a quorum.

At the Extraordinary General Meeting, the Company’s

shareholders approved a proposal to change the name of the Company from “Columbus Circle Capital Corp II” to “Inflection

Point Acquisition Corp. VII” and to adopt an amendment to the Company’s amended and restated memorandum and articles of association

(as may be amended from time to time) to reflect the change of name (the “Name Change Proposal”). The Name Change

Proposal was described in additional detail in the Company’s definitive proxy statement, dated August 4, 2026 (File No. 001-43112)

(the “Proxy Statement”). Any terms used but not defined herein have the meaning assigned thereto in the Proxy

Statement.

The Name Change Proposal. To approve, as special

resolutions, the change of the name of the Company from “Columbus Circle Capital Corp II” to “Inflection Point

Acquisition Corp. VII” and an amendment to the Company’s current Amended and Restated Memorandum and Articles of Association

(as may be amended from time to time, the “Articles”) in the form set forth in Annex A to the Proxy

Statement, to reflect the change of the name of the Company. The Name Change Proposal was approved. The final voting tabulation for this

proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

20,065,870

9,513

As there were sufficient votes at the time of

the Extraordinary General Meeting to approve the adoption of the foregoing proposals, the “Adjournment Proposal” as described

in the Proxy Statement was not required and the Company did not call a vote on that proposal.

Under Cayman Islands law, the Articles took effect

upon approval of the Name Change Proposal. The foregoing description of the Articles is qualified in its entirety by the full text of

the Articles, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

In connection with the change of the name of the Company, the Company’s

Class A ordinary shares, units, and warrants will begin trading under the symbols “IPXG”, “IPXGU” and “IPXGW”,

respectively, beginning on August 27, 2026. The CUSIP numbers of the Company’s securities will not change as a result of the name

change.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibits

3.1

Amended and Restated Memorandum and Articles of Association.

104

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

SIGNATURES

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.

Date: August 26, 2026

INFLECTION POINT ACQUISITION CORP. VII

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

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

EX-3.1

Filename: ea030342101ex3-1.htm · Sequence: 2

Exhibit 3.1

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

AMENDED AND RESTATED

memorandum of association

Inflection Point Acquisition Corp. VII

(adopted

by special resolution passed on 26 August 2026)

511530.00001

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated

Memorandum of Association

Inflection Point Acquisition Corp. VII

(adopted by

special resolution passed on 26 August 2026)

1 The name of the Company is Inflection

Point Acquisition Corp. VII.

2 The registered office of the Company

shall be at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand

Cayman KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the

Directors may decide.

3 The objects for which the Company

is established are unrestricted and the Company shall have full power and authority to carry

out any object not prohibited by the laws of the Cayman Islands.

4 The liability of each Member is limited

to the amount, if any, unpaid on such Member’s shares.

5 The share capital of the Company

is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001

each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference

shares of a par value of US$0.0001 each, provided always that, subject to the Statute and

the Company’s articles of association, the Company has the power to do any one or more of

the following:

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

and

(b) to increase or reduce its capital; and

original, redeemed, increased or reduced):

(i) with or without any preferential, deferred,

qualified or special rights, privileges or conditions; or

(ii) subject to any limitations or restrictions,

and unless the condition

of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to

this power; or

(d) to alter any of those rights, privileges,

conditions, limitations or restrictions.

6 The Company has power to register

by way of continuation as a body corporate limited by shares under the laws of any jurisdiction

outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined

in this Amended and Restated Memorandum of Association bear the respective meanings given

to them in the Amended and Restated Articles of Association of the Company.

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated

Articles of Association

Inflection Point Acquisition Corp. VII

(adopted

by special resolution passed on 26 August 2026)

CONTENTS

Interpretation

Commencement of Business

Issue of Shares and other Securities

Closing Register of Members or Fixing Record Date

Certificates for Shares

Transfer of Shares

Redemption, Repurchase and Surrender of Shares

Treasury Shares

Variation of Rights of Shares

Commission on Sale of Shares

Non-Recognition of Trusts

Lien on Shares

Calls on Shares

Forfeiture of Shares

Transmission of Shares

Class B Share Conversion

Amendments of Memorandum and Articles and Alteration

of Capital

Offices and Places of Business

General Meetings

Notice of General Meetings

Advance Notice for Business

Proceedings at General Meetings

Votes of Members

Proxies

Corporate Members

Shares that may not be Voted

Directors

Powers of Directors

Appointment and Removal of Directors

Vacation of Office of Director

Proceedings of Directors

Presumption of Assent

Directors’ Interests

Minutes

Delegation of Directors’ Powers

No Minimum Shareholding

Remuneration of Directors

Seal

Dividends, Distributions and Reserve

Capitalisation

Books of Account

Audit

Notices

Winding Up

Indemnity and Insurance

Financial Year

Transfer by Way of Continuation

Mergers and Consolidations

Business Combination

Certain Tax Filings

Business Opportunities

Exclusive Jurisdiction

Companies Act (Revised)

of the Cayman Islands

Company Limited by Shares

Amended and Restated

Articles of Association

Inflection Point Acquisition Corp. VII

(adopted by

special resolution passed on 26 August 2026)

1 Interpretation

1.1 In the Articles Table A in the First Schedule to the Statute does not

apply and, unless there is something in the subject or context inconsistent therewith:

Affiliate

in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

Applicable Law

means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articles

means these amended and restated articles of association of the Company.

Audit Committee

means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Auditor

means the person for the time being performing the duties of auditor of the Company (if any).

Business Combination

means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

business day

means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

Cause

means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

Clearing House

means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Class A Share

means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

Class B Share

means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

Company

means the above named company.

Company’s Website

means the website of the Company and/or its web-address or domain name, if any.

Compensation Committee

means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Completion Window

means the period of time:

(a)

commencing on, and including, the closing date of the IPO; and

(b)

ending on the date that is twenty four (24) months after the closing date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.

Designated Stock Exchange

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

Directors

means the directors for the time being of the Company.

Dividend

means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

Electronic Communication

means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

Electronic Record

has the same meaning as in the Electronic Transactions Act.

Electronic Transactions Act

means the Electronic Transactions Act (Revised) of the Cayman Islands.

Equity-linked Securities

means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

Exchange Act

means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

Founders

means all Members immediately prior to the consummation of the IPO.

Independent Director

has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

IPO

means the Company’s initial public offering of securities.

Member

has the same meaning as in the Statute.

Memorandum

means the amended and restated memorandum of association of the Company.

Nominating and Corporate Governance Committee

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

Officer

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

Ordinary Resolution

means a resolution:

(a)

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

(b)

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

Ordinary Shares

means Class A Shares and Class B Shares, collectively.

Over-Allotment Option

means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

Preference Share

means a preference share of a par value of US$0.0001 in the share capital of the Company.

Public Share

means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

Redemption Notice

means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members.

Registered Office

means the registered office for the time being of the Company.

Representative

means a representative of the Underwriters.

Seal

means the common seal of the Company and includes every duplicate seal.

Securities and Exchange Commission

means the United States Securities and Exchange Commission.

means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

Special Resolution

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

(a)

passed by a majority of not less than two-thirds, other than with respect to amending

either of Articles 30.1 or 48.2 (except where such amendment is proposed in respect of the consummation of a Business Combination)

where such majority shall be at least ninety per cent (90%), of such Members as, being entitled to do so, vote in person or, where

proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution

as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of

votes to which each Member is entitled; or

(b)

approved in writing by all of the Members entitled to vote at a general meeting of the Company (or

such lower threshold as may be allowed under the Statute from time to time).

Sponsor

means Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company,

and its successors or assigns.

Statute

means the Companies Act (Revised) of the Cayman Islands.

Tax Filing Authorised Person

means such person as any Director shall designate from time to time, acting severally.

Treasury Share

means a Share held in the name of the Company as a treasury share in accordance with

the Statute.

Trust Account

means the trust account established by the Company upon the consummation of its IPO and

into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement

of units simultaneously with the closing date of the IPO, will be deposited.

Underwriter

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

1.2 In the Articles:

(a) words importing the singular number include

the plural number and vice versa;

(b) words importing the masculine gender include

the feminine gender;

as well as any other legal or natural person;

(d) “written” and “in

writing” include all modes of representing or reproducing words in visible form,

including in the form of an Electronic Record;

(e) “shall” shall be construed

as imperative and “may” shall be construed as permissive;

(f) references to provisions of any law or

regulation shall be construed as references to those provisions as amended, modified, re-enacted

or replaced;

(g) any phrase introduced by the terms “including”,

“include”, “in particular” or any similar expression

shall be construed as illustrative and shall not limit the sense of the words preceding those

terms;

(h) the term “and/or” is

used herein to mean both “and” as well as “or.” The use of “and/or”

in certain contexts in no respects qualifies or modifies the use of the terms “and”

or “or” in others. The term “or” shall not be interpreted to be exclusive

and the term “and” shall not be interpreted to require the conjunctive (in each

case, unless the context otherwise requires);

(i) headings are inserted for reference only

and shall be ignored in construing the Articles;

(j) any requirements as to delivery under

the Articles include delivery in the form of an Electronic Record;

(k) any requirements as to execution or signature

under the Articles including the execution of the Articles themselves can be satisfied in

the form of an electronic signature as defined in the Electronic Transactions Act;

(l) sections 8 and 19(3) of the Electronic

Transactions Act shall not apply;

(m) the term “clear days”

in relation to the period of a notice means that period excluding the day when the notice

is received or deemed to be received and the day for which it is given or on which it is

to take effect; and

(n) the term “holder” in

relation to a Share means a person whose name is entered in the Register of Members as the

holder of such Share.

2 Commencement of Business

2.1 The business of the Company may be commenced as soon after incorporation

of the Company as the Directors shall see fit.

2.2 The Directors may pay, out of the capital or any other monies of the

Company, all expenses incurred in or about the formation and establishment of the Company, including

the expenses of registration.

3 Issue of Shares and other Securities

3.1 Subject to the provisions, if any, in the Memorandum (and to any direction

that may be given by the Company in general meeting) and, where applicable, the rules and regulations

of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent

regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached

to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares

(including fractions of a Share) with or without preferred, deferred or other rights or restrictions,

whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to

such persons, at such times and on such other terms as they think proper, and may also (subject to the

Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options

over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect

the ability of the Company to carry out a Class B Share Conversion set out in the Articles.

3.2 The Company may issue rights, options, warrants or convertible securities

or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase

or receive any class of Shares or other securities in the Company on such terms as the Directors may

from time to time determine.

3.3 The Company may issue units of securities in the Company, which may

be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities

of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive

any class of Shares or other securities in the Company, upon such terms as the Directors may from time

to time determine. The securities comprising any such units which are issued pursuant to the IPO can

only be traded separately from one another on the 52nd day following the date of the prospectus relating

to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the

Company having filed a current report on Form 8-K with the Securities and Exchange Commission and a

press release announcing when such separate trading will begin. Prior to such date, the units can be

traded, but the securities comprising such units cannot be traded separately from one another.

3.4 The Company shall not issue Shares to bearer.

4 Register of Members

4.1 The Company shall maintain or cause to be maintained the Register of

Members in accordance with the Statute.

4.2 The Directors may determine that the Company shall maintain one or more

branch registers of Members in accordance with the Statute. The Directors may also determine which register

of Members shall constitute the principal register and which shall constitute the branch register or

registers, and to vary such determination from time to time.

5 Closing Register of Members or Fixing Record Date

5.1 For the purpose of determining Members entitled to notice of, or to

vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of

any Dividend or other distribution, or in order to make a determination of Members for any other purpose,

the Directors may, after notice has been given by advertisement in an appointed newspaper or any other

newspaper or by any other means in accordance with the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or

otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for

a stated period which shall not in any case exceed forty days.

5.2 In lieu of, or apart from, closing the Register of Members, the Directors

may fix in advance or arrears a date as the record date for any such determination of Members entitled

to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose

of determining the Members entitled to receive payment of any Dividend or other distribution, or in

order to make a determination of Members for any other purpose.

5.3 If the Register of Members is not so closed and no record date is fixed

for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members

entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting

is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other

distribution is passed, as the case may be, shall be the record date for such determination of Members.

When a determination of Members entitled to vote at any meeting of Members has been made as provided

in this Article, such determination shall apply to any adjournment thereof.

6 Certificates for Shares

6.1 A Member shall only be entitled to a share certificate if the Directors

resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall

be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors

or other person authorised by the Directors. The Directors may authorise certificates to be issued with

the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively

numbered or otherwise identified and shall specify the Shares to which they relate. All certificates

surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate

shall be issued until the former certificate representing a like number of relevant Shares shall have

been surrendered and cancelled.

6.2 The Company shall not be bound to issue more than one certificate for

Shares held jointly by more than one person and delivery of a certificate to one joint holder shall

be a sufficient delivery to all of them.

6.3 If a share certificate is defaced, worn out, lost or destroyed, it may

be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably

incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case

of defacement or wearing out) upon delivery of the old certificate.

6.4 Every share certificate sent in accordance with the Articles will be

sent at the risk of the Member or other person entitled to the certificate. The Company will not be

responsible for any share certificate lost or delayed in the course of delivery.

6.5 Share certificates shall be issued within the relevant time limit as

prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange,

the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law may from time to time determine, whichever is shorter, after the allotment or,

except in the case of a Share transfer which the Company is for the time being entitled to refuse to

7 Transfer of Shares

7.1 Subject to the terms of the Articles, any Member may transfer all or

any of his Shares by an instrument of transfer provided that such transfer complies with the rules and

regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other

competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued

in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that

one cannot be transferred without the other, the Directors shall refuse to register the transfer of

any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant

or unit.

7.2 The instrument of transfer of any Share shall be in writing in the usual

or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange,

the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise

under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf

of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may

be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or

by machine imprinted signature or by such other manner of execution as the Directors may approve from

time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee

is entered in the Register of Members.

8 Redemption, Repurchase and Surrender of Shares

8.1 Subject to the provisions of the Statute, and, where applicable, the

rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or

any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares

that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The

redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other

terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect

to redeeming or repurchasing the Shares:

(a) Members who hold Public Shares are entitled

to request the redemption of such Shares in the circumstances described in the Business Combination

Article hereof;

(b) Class B Shares held by the Founders shall

be surrendered by the Founders on a pro rata basis for no consideration to the extent that

the Over-Allotment Option is not exercised in full so that the Founders will own twenty five

per cent (25%) of the Company’s issued Shares after the IPO (exclusive of any securities

purchased in a private placement simultaneously with the IPO); and

way of tender offer in the circumstances set out in the Business Combination Article hereof.

8.2 Subject to the provisions of the Statute, and, where applicable, the

rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or

any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase

its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors

may agree with the relevant Member or in the manner set out in the Business Combination Article hereof.

For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described

in the Article above shall not require further approval of the Members.

8.3 The Company may make a payment in respect of the redemption or purchase

of its own Shares in any manner permitted by the Statute, including out of capital.

8.4 The Directors may accept the surrender for no consideration of any fully

paid Share.

9 Treasury Shares

9.1 The Directors may, prior to the purchase, redemption or surrender of

any Share, determine that such Share shall be held as a Treasury Share.

9.2 The Directors may determine to cancel a Treasury Share or transfer a

Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10 Variation of Rights of Shares

10.1 Subject to Article 3.1, if at any time the share capital of the Company

is divided into different classes of Shares, all or any of the rights attached to any class (unless

otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company

is being wound up, be varied without the consent of the holders of the issued Shares of that class

where such variation is considered by the Directors not to have a material adverse effect upon such

rights; otherwise, any such variation shall be made only with the consent in writing of the holders

of not less than two-thirds of the issued Shares of that class (other than with respect to a waiver

of the provisions of the Class B Share Conversion Article hereof, which as stated therein shall only

require the consent in writing of the holders of a majority of the issued Shares of that class), or

with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast

at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors

reserve the right, notwithstanding that any such variation may not have a material adverse effect,

to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions

of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary

quorum shall be one person holding or representing by proxy at least one-third of the issued Shares

of the class and that any holder of Shares of the class present in person or by proxy may demand a

poll.

10.2 For the purposes of a separate class meeting, the Directors may treat

two or more or all the classes of Shares as forming one class of Shares if the Directors consider that

such class of Shares would be affected in the same way by the proposals under consideration, but in

any other case shall treat them as separate classes of Shares.

10.3 The rights conferred upon the holders of the Shares of any class issued

with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue

of the Shares of that class, be deemed to be varied: (i) by the creation or issue of further Shares

ranking pari passu therewith or Shares issued with preferred or other rights; or (ii) where

the constitutional documents of the Company are amended or new constitutional documents of the Company

are adopted, in each case, as a result of the Company undertaking a transfer by way of continuation

to a jurisdiction outside the Cayman Islands.

11 Commission on Sale of Shares

The Company may, in so far as the Statute

permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)

or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied

by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage

as may be lawful.

12 Non-Recognition of Trusts

The Company shall not be bound by or

compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except

only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to

the entirety thereof in the holder.

13 Lien on Shares

13.1 The Company shall have a first and paramount lien on all Shares (whether

fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for

all debts, liabilities or engagements to or with the Company (whether presently payable or not) by

such Member or his estate, either alone or jointly with any other person, whether a Member or not,

but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions

of this Article. The registration of a transfer of any such Share shall operate as a waiver of the

Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable

in respect of that Share.

13.2 The Company may sell, in such manner as the Directors think fit, any

Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable,

and is not paid within fourteen clear days after notice has been received or deemed to have been received

by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy

of the holder, demanding payment and stating that if the notice is not complied with the Shares may

be sold.

13.3 To give effect to any such sale the Directors may authorise any person

to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of,

the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised

in any such transfer, and he shall not be bound to see to the application of the purchase money, nor

shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise

of the Company’s power of sale under the Articles.

13.4 The net proceeds of such sale after payment of costs, shall be applied

in payment of such part of the amount in respect of which the lien exists as is presently payable and

any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares

before the sale) be paid to the person entitled to the Shares at the date of the sale.

14 Calls on Shares

14.1 Subject to the terms of the allotment and issue of any Shares, the

Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether

in respect of par value or premium), and each Member shall (subject to receiving at least fourteen

clear days’ notice specifying the time or times of payment) pay to the Company at the time or

times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or

in part, as the Directors may determine. A call may be required to be paid by instalments. A person

upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent

transfer of the Shares in respect of which the call was made.

14.2 A call shall be deemed to have been made at the time when the resolution

of the Directors authorising such call was passed.

14.3 The joint holders of a Share shall be jointly and severally liable

to pay all calls in respect thereof.

14.4 If a call remains unpaid after it has become due and payable, the person

from whom it is due shall pay interest on the amount unpaid from the day it became due and payable

until it is paid at such rate as the Directors may determine (and in addition all expenses that have

been incurred by the Company by reason of such non-payment), but the Directors may waive payment of

the interest or expenses wholly or in part.

14.5 An amount payable in respect of a Share on issue or allotment or at

any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be

deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that

amount had become due and payable by virtue of a call.

14.6 The Directors may issue Shares with different terms as to the amount

and times of payment of calls, or the interest to be paid.

14.7 The Directors may, if they think fit, receive an amount from any Member

willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and

may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon

between the Directors and the Member paying such amount in advance.

14.8 No such amount paid in advance of calls shall entitle the Member paying

such amount to any portion of a Dividend or other distribution payable in respect of any period prior

to the date upon which such amount would, but for such payment, become payable.

15 Forfeiture of Shares

15.1 If a call or instalment of a call remains unpaid after it has become

due and payable the Directors may give to the person from whom it is due not less than fourteen clear

days’ notice requiring payment of the amount unpaid together with any interest which may have

accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify

where payment is to be made and shall state that if the notice is not complied with the Shares in respect

of which the call was made will be liable to be forfeited.

15.2 If the notice is not complied with, any Share in respect of which it

was given may, before the payment required by the notice has been made, be forfeited by a resolution

of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies

payable in respect of the forfeited Share and not paid before the forfeiture.

15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of

on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment

or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for

the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may

authorise some person to execute an instrument of transfer of the Share in favour of that person.

15.4 A person any of whose Shares have been forfeited shall cease to be

a Member in respect of them and shall surrender to the Company for cancellation the certificate for

the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of

forfeiture were payable by him to the Company in respect of those Shares together with interest at

such rate as the Directors may determine, but his liability shall cease if and when the Company shall

have received payment in full of all monies due and payable by him in respect of those Shares.

15.5 A certificate in writing under the hand of one Director or Officer

that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated

in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to

the execution of an instrument of transfer) constitute a good title to the Share and the person to

whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the

purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity

in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6 The provisions of the Articles as to forfeiture shall apply in the

case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed

time, whether on account of the par value of the Share or by way of premium as if it had been payable

by virtue of a call duly made and notified.

16 Transmission of Shares

16.1 If a Member dies, the survivor or survivors (where he was a joint holder),

or his legal personal representatives (where he was a sole holder), shall be the only persons recognised

by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released

from any liability in respect of any Share, for which he was a joint or sole holder.

16.2 Any person becoming entitled to a Share in consequence of the death

or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may,

upon such evidence being produced as may be required by the Directors, elect, by a notice in writing

sent by him to the Company, either to become the holder of such Share or to have some person nominated

by him registered as the holder of such Share. If he elects to have another person registered as the

holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors

shall, in either case, have the same right to decline or suspend registration as they would have had

in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation

or dissolution, as the case may be.

16.3 A person becoming entitled to a Share by reason of the death or bankruptcy

or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled

to the same Dividends, other distributions and other advantages to which he would be entitled if he

were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share,

be entitled in respect of it to exercise any right conferred by membership in relation to general meetings

of the Company and the Directors may at any time give notice requiring any such person to elect either

to be registered himself or to have some person nominated by him be registered as the holder of the

Share (but the Directors shall, in either case, have the same right to decline or suspend registration

as they would have had in the case of a transfer of the Share by the relevant Member before his death

or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be).

If the notice is not complied with within ninety days of being received or deemed to be received (as

determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends,

other distributions, bonuses or other monies payable in respect of the Share until the requirements

of the notice have been complied with.

17 Class B Share Conversion

17.1 The rights attaching to the Class A Shares and Class B Shares shall

rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together

as a single class on all matters (subject to the Variation of Rights of Shares Article, the Appointment

and Removal of Directors Article and the Transfer by Way of Continuation Article) with the exception

that the holder of a Class B Share shall have the conversion rights referred to in this Article.

17.2 Class B Shares may be converted into Class A Shares on a one-for-one

basis prior to the consummation of a Business Combination at the option of the holder.

17.3 Any Class B Shares not converted into Class A Shares pursuant to Article

17.2 above shall automatically convert into Class A Shares on a one-for-one basis (the Initial

Conversion Ratio) concurrently with or immediately following the consummation of a Business

Combination.

17.4 Notwithstanding the Initial Conversion Ratio, in the case that additional

Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, in excess of the

amounts issued in the IPO (including pursuant to the Over-Allotment Option) and related to or in connection

with the closing of a Business Combination, all Class B Shares in issue shall automatically convert

into Class A Shares at the time of the closing of a Business Combination, the ratio for which the Class

B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares issuable

upon conversion of all Class B Shares will equal, in the aggregate, twenty five per cent (25%) of the

sum of:

(a) the total number of all Ordinary Shares

issued and outstanding upon completion of the IPO (including any Class A Shares issued pursuant

to the Over-Allotment Option and excluding any Class A Shares included in the private placement

units); plus

(b) all Class A Shares and Equity-linked Securities

issued or deemed issued in connection with the closing of a Business Combination, excluding

any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business

Combination and any private placement units issued to the Sponsor or an Affiliate of the

Sponsor or to the Company’s officers and Directors upon the conversion of working capital

loans made to the Company; minus

connection with a Business Combination.

17.5 Notwithstanding anything to the contrary contained herein, the foregoing

adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance

of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders

of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class

in the manner provided in the Variation of Rights of Shares Article hereof.

17.6 The foregoing conversion ratio shall also be adjusted to account for

any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification,

recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange,

reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of

the Class A Shares in issue into a greater or lesser number of Shares occurring after the original

filing of the Articles without a proportionate and corresponding subdivision, combination or similar

reclassification or recapitalisation of the Class B Shares in issue.

17.7 Each Class B Share shall convert into its pro-rata number of Class

A Shares pursuant to this Article. The pro-rata share for each holder of Class B Shares will be determined

as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the

product of one (1) multiplied by a fraction, the numerator of which shall be the total number of Class

A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article

and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

17.8 References in this Article to “converted”, “conversion”

or “exchange” shall mean the compulsory redemption without notice of Class B Shares

of any Member and, on behalf of such Members, automatic application of such redemption proceeds in

paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at

a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis

that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The

Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member

or in such name as the Member may direct.

17.9 Notwithstanding anything to the contrary in this Article, in no event

shall any Class B Share convert into Class A Shares at a ratio that is less than one for one.

18 Amendments of Memorandum and Articles and Alteration of Capital

18.1 The Company may by Ordinary Resolution:

(a) increase its share capital by such sum

as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges

annexed thereto, as the Company in general meeting may determine;

(b) consolidate and divide all or any of its

share capital into Shares of larger amount than its existing Shares;

into stock, and reconvert that stock into paid-up Shares of any denomination;

(d) by subdivision of its existing Shares

or any of them divide the whole or any part of its share capital into Shares of smaller amount

than is fixed by the Memorandum or into Shares without par value; and

(e) cancel any Shares that at the date of

the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person

and diminish the amount of its share capital by the amount of the Shares so cancelled.

18.2 All new Shares created in accordance with the provisions of the preceding

Article shall be subject to the same provisions of the Articles with reference to the payment of calls,

liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

18.3 Subject to the provisions of the Statute,

the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution

and Article 48.2, the Company may by Special Resolution:

(a) change its name;

(b) alter or add to the Articles (subject

to Article 48.2);

respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital or any capital

redemption reserve fund.

19 Offices and Places of Business

Subject to the provisions of the Statute,

the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered

Office, maintain such other offices or places of business as the Directors determine.

20 General Meetings

20.1 All general meetings other than annual general meetings shall be called

extraordinary general meetings.

20.2 The Company may, but shall not (unless required by the Statute) be

obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the

meeting as such in the notices calling it. Any annual general meeting shall be held at such time and

place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall

be presented.

20.3 The Directors, the chief executive officer or the chairman of the board

of Directors may call general meetings and, for the avoidance of doubt, except as expressly provided

in Article 20.4 below, Members shall not have the ability to call general meetings.

20.4 If at any time there are no Directors, any two (2) Members (or if there

is only one (1) Member then that Member) entitled to vote at general meetings of the Company may convene

a general meeting in the same manner as nearly as possible as that in which general meetings may be

convened by the Directors.

21 Notice of General Meetings

21.1 At least five (5) clear days’ notice shall be given of any general

meeting. Every notice shall specify the place, the day and the hour of the meeting and the general

nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter

mentioned or in such other manner if any as may be prescribed by the Company, provided that a general

meeting of the Company shall, whether or not the notice specified in this Article has been given and

whether or not the provisions of the Articles regarding general meetings have been complied with, be

deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting,

by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary general

meeting, by a majority in number of the Members having a right to attend and vote at the

meeting, together holding not less than ninety-five per cent (95%) in par value of the Shares

giving that right.

21.2 The accidental omission to give notice of a general meeting to, or

the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall

not invalidate the proceedings of that general meeting.

22 Advance Notice for Business

22.1 Members seeking to bring business before an annual general meeting

of the Company, or to nominate candidates for appointment as Directors at an annual general meeting,

must provide written notice of such business to the Company. Such notice must be received by the Company

by the Company’s secretary (or, if none is appointed, any other Officer) at its principal office no

later than the close of business on the 90th day nor earlier than the close of business

on the 150th day prior to the anniversary date of the immediately preceding annual general

meeting. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in the annual proxy

statement must comply with the notice periods contained therein.

22.2 To be in proper written form, a Member’s notice to the Company’s

secretary (or, if none is appointed, any other Officer) with respect to any business (other than nominations)

must set forth as to each such matter such Member proposes to bring before the annual general meeting

(i) a brief description of the business desired to be brought before the annual general meeting, the

text of the proposal or business (including the text of any resolutions proposed for consideration

and in the event such business includes a proposal to amend these Articles, the language of the proposed

amendment) and the reasons for conducting such business at the annual general meeting, (ii) the name

and record address of such Member and the name and address of the beneficial owner, if any, on whose

behalf the proposal is made, (iii) the class and number of Shares that are owned beneficially and of

record by such Member and by the beneficial owner, if any, on whose behalf the proposal is made, (iv)

a description of all arrangements or understandings between such Member and the beneficial owner, if

any, on whose behalf the proposal is made and any other person or persons (including their names) in

connection with the proposal of such business by such Member, (v) any material interest of such Member

and the beneficial owner, if any, on whose behalf the proposal is made in such business and (vi) a

representation that such Member intends to appear in person or by proxy at the annual general meeting

to bring such business before the annual general meeting.

23 Proceedings at General Meetings

23.1 No business shall be transacted at any general meeting unless a quorum

is present. The holders of at least one-third of the Shares being individuals present in person or

by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy

shall be a quorum.

23.2 A person may participate at a general meeting by conference telephone

or other communications equipment by means of which all the persons participating in the meeting can

communicate with each other. Participation by a person in a general meeting in this manner is treated

as presence in person at that meeting.

23.3 A resolution (including a Special Resolution) in writing (in one or

more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive

notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons,

signed by their duly authorised representatives) shall be as valid and effective as if the resolution

had been passed at a general meeting of the Company duly convened and held.

23.4 If a quorum is not present within half an hour from the time appointed

for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting

shall stand adjourned to the same day in the next week at the same time and/or place or to such other

day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is

not present within half an hour from the time appointed for the meeting to commence, the Members present

shall be a quorum.

23.5 The Directors may, at any time prior to the time appointed for the

meeting to commence, appoint any person to act as chairman of a general meeting of the Company or,

if the Directors do not make any such appointment, the chairman, if any, of the board of Directors

shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not

be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling

to act, the Directors present shall elect one of their number to be chairman of the meeting. The chairman

from time to time may adopt certain rules and regulations for the conduct of meetings as he or she

sees fit.

23.6 If no Director is willing to act as chairman or if no Director is present

within fifteen minutes after the time appointed for the meeting to commence, the Members present shall

choose one of their number to be chairman of the meeting.

23.7 The chairman may, with the consent of a meeting at which a quorum is

present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place

to place, but no business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place.

23.8 When a general meeting is adjourned for thirty days or more, notice

of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not

be necessary to give any such notice of an adjourned meeting.

23.9 If, prior to a Business Combination, a notice is issued in respect

of a general meeting and the Directors, in their absolute discretion, consider that it is impractical

or undesirable for any reason to hold that general meeting at the place, the day and the hour specified

in the notice calling such general meeting, the Directors may postpone the general meeting to another

place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general

meeting is promptly given to all Members. No business shall be transacted at any postponed meeting

other than the business specified in the notice of the original meeting.

23.10 When a general meeting is postponed for thirty days or more, notice

of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall

not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the

original general meeting shall remain valid for the postponed meeting. The Directors may postpone

a general meeting which has already been postponed.

23.11 A resolution put to the vote of the meeting shall be decided on a

poll.

23.12 A poll shall be taken as the chairman directs, and the result of the

poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

23.13 A poll demanded on the election of a chairman or on a question of

adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such

date, time and place as the chairman of the general meeting directs, and any business other than that

upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the

poll.

23.14 In the case of an equality of votes the chairman shall be entitled

to a second or casting vote.

24 Votes of Members

24.1 Subject to any rights or restrictions attached to any Shares, including

as set out at Articles 30.1 and 48, every Member present in any such manner shall have one vote for

every Share of which he is the holder.

24.2 In the case of joint holders the vote of the senior holder who tenders

a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person,

by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of

the other joint holders, and seniority shall be determined by the order in which the names of the holders

stand in the Register of Members.

24.3 A Member of unsound mind, or in respect of whom an order has been made

by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or

other person on such Member’s behalf appointed by that court, and any such committee, receiver,

curator bonis or other person may vote by proxy.

24.4 No person shall be entitled to vote at any general meeting unless he

is registered as a Member on the record date for such meeting nor unless all calls or other monies

then payable by him in respect of Shares have been paid.

24.5 No objection shall be raised as to the qualification of any voter except

at the general meeting or adjourned general meeting at which the vote objected to is given or tendered

and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance

with this Article shall be referred to the chairman whose decision shall be final and conclusive.

24.6 Votes may be cast either personally or by proxy (or in the case of

a corporation or other non-natural person by its duly authorised representative or proxy). A Member

may appoint more than one proxy or the same proxy under one or more instruments to attend and vote

at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the

number of Shares in respect of which each proxy is entitled to exercise the related votes.

24.7 A Member holding more than one Share need not cast the votes in respect

of his Shares in the same way on any resolution and therefore may vote a Share or some or all such

Shares either for or against a resolution and/or abstain from voting a Share or some or all of the

Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more

instruments may vote a Share or some or all of the Shares in respect of which he is appointed either

for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect

of which he is appointed.

25 Proxies

25.1 The instrument appointing a proxy shall be in writing and shall be

executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the

appointor is a corporation or other non natural person, under the hand of its duly authorised representative.

A proxy need not be a Member.

25.2 The Directors may, in the notice convening any meeting or adjourned

meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument

appointing a proxy shall be deposited and the place and the time (being not later than the time appointed

for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument

appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the

notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company,

the instrument appointing a proxy shall be deposited physically at the Registered Office on a business

day not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence

at which the person named in the instrument proposes to vote. For the purposes of this Article, business

day means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions

or trust companies are authorised or obligated by law to close in the location of the Registered Office.

25.3 The chairman may in any event at his discretion declare that an instrument

of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited

in the manner permitted, or which has not been declared to have been duly deposited by the chairman,

shall be invalid.

25.4 The instrument appointing a proxy may be in any usual or common form

(or such other form as the Directors may approve) and may be expressed to be for a particular meeting

or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed

to include the power to demand or join or concur in demanding a poll.

25.5 Votes given in accordance with the terms of an instrument of proxy

shall be valid notwithstanding the previous death or insanity of the principal or revocation of the

proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect

of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer

was received by the Company at the Registered Office on a business day before the commencement of the

general meeting, or adjourned meeting at which it is sought to use the proxy. For the purposes of this

Article, business day means any day other than a Saturday, a Sunday or a legal holiday or a day on

which banking institutions or trust companies are authorised or obligated by law to close in the location

of the Registered Office.

26 Corporate Members

26.1 Any corporation or other non-natural person which is a Member may in

accordance with its constitutional documents, or in the absence of such provision by resolution of

its directors or other governing body, authorise such person as it thinks fit to act as its representative

at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled

to exercise the same powers on behalf of the corporation which he represents as the corporation could

exercise if it were an individual Member.

26.2 If a Clearing House (or its nominee(s)), being a corporation, is a

Member, it may authorise such persons as it sees fit to act as its representative at any meeting of

the Company or at any meeting of any class of Members provided that the authorisation shall specify

the number and class of Shares in respect of which each such representative is so authorised. Each

person so authorised under the provisions of this Article shall be deemed to have been duly authorised

without further evidence of the facts and be entitled to exercise the same rights and powers on behalf

of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares

held by the Clearing House (or its nominee(s)).

27 Shares that may not be Voted

Shares in the Company that are beneficially

owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number

of outstanding Shares at any given time.

28 Directors

There shall be a board of Directors

consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors

may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.

29 Powers of Directors

29.1 Subject to the provisions of the Statute, the Memorandum and the Articles

and to any directions given by Special Resolution, the business of the Company shall be managed by

the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles

and no such direction shall invalidate any prior act of the Directors which would have been valid if

that alteration had not been made or that direction had not been given. A duly convened meeting of

Directors at which a quorum is present may exercise all powers exercisable by the Directors.

29.2 All cheques, promissory notes, drafts, bills of exchange and other

negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed,

drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors

shall determine by resolution.

29.3 The Directors on behalf of the Company may pay a gratuity or pension

or allowance on retirement to any Director who has held any other salaried office or place of profit

with the Company or to his widow or dependants and may make contributions to any fund and pay premiums

for the purchase or provision of any such gratuity, pension or allowance.

29.4 The Directors may exercise all the powers of the Company to borrow

money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled

capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such

securities whether outright or as security for any debt, liability or obligation of the Company or

of any third party.

30 Appointment and Removal of Directors

30.1 Subject to Article 28, prior to the closing of a Business Combination,

the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be

a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director.

For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares

shall have no right to vote on the appointment or removal of any Director.

30.2 Subject to Article 28, the Directors may appoint any person to be a

Director, either to fill a vacancy or as an additional Director.

30.3 Subject to Article 28, after the consummation of a Business Combination,

the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution

remove any Director.

30.4 The Directors shall be divided into three (3) classes designated as

Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance

with a resolution or resolutions adopted by the board of Directors. At the first annual general meeting

of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall

be elected for a full term of three (3) years. At the second annual general meeting of the Company,

the term of office of the Class II Directors shall expire and Class II Directors shall be elected for

a full term of three (3) years. At the third annual general meeting of the Company, the term of office

of the Class III Directors shall expire and Class III Directors shall be elected for a full term of

three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected

for a full term of three (3) years to succeed the Directors of the class whose terms expire at such

annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall

hold office until the expiration of his term, until his successor shall have been duly elected and

qualified or until his earlier death, resignation or removal. No decrease in the number of Directors

constituting the board of Directors shall shorten the term of any incumbent Director.

31 Vacation of Office of Director

31.1 The office of a Director shall be vacated if:

(a) the Director gives notice in writing to

the Company that he resigns the office of Director; or

(b) the Director absents himself (for the

avoidance of doubt, without being represented by proxy) from three consecutive meetings of

the board of Directors without special leave of absence from the Directors, and the Directors

pass a resolution that he has by reason of such absence vacated office; or

makes any arrangement or composition with his creditors generally; or

(d) the Director is found to be or becomes

of unsound mind; or

(e) all of the other Directors (being not

less than two in number) determine that he should be removed as a Director for Cause (and

not otherwise), either by a resolution passed by all of the other Directors at a meeting

of the Directors duly convened and held in accordance with the Articles or by a resolution

in writing signed by all of the other Directors.

32 Proceedings of Directors

32.1 The quorum for the transaction of the business of the Directors may

be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and

shall be one if there is only one Director.

32.2 Subject to the provisions of the Articles, the Directors may regulate

their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority

of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

32.3 A person may participate in a meeting of the Directors or any committee

of Directors by conference telephone or other communications equipment by means of which all the persons

participating in the meeting can communicate with each other at the same time. Participation by a person

in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined

by the Directors, the meeting shall be deemed to be held at the place where the chairman is located

at the start of the meeting.

32.4 A resolution in writing (in one or more counterparts) signed by all

the Directors or all the members of a committee of the Directors or, in the case of a resolution in

writing relating to the removal of any Director or the vacation of office by any Director, all of the

Directors other than the Director who is the subject of such resolution shall be as valid and effectual

as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be,

duly convened and held.

32.5 A Director may, or other Officer on the direction of a Director shall,

call a meeting of the Directors by at least two (2) days’ notice in writing to every Director

which notice shall set forth the general nature of the business to be considered unless notice is waived

by all the Directors either at, before or after the meeting is held. To any such notice of a meeting

of the Directors all the provisions of the Articles relating to the giving of notices by the Company

to the Members shall apply mutatis mutandis.

32.6 The continuing Directors (or a sole continuing Director, as the case

may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced

below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing

Directors or Director may act for the purpose of increasing the number of Directors to be equal to

such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

32.7 The Directors may elect a chairman of their board and determine the

period for which he is to hold office; but if no such chairman is elected, or if at any meeting the

chairman is not present within five minutes after the time appointed for the meeting to commence, the

Directors present may choose one of their number to be chairman of the meeting.

32.8 All acts done by any meeting of the Directors or of a committee of

the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in

the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated

their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed

and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled

to vote, as the case may be.

32.9 A Director may be represented at any meetings of the board of Directors

by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the

proxy shall for all purposes be deemed to be that of the appointing Director.

33 Presumption of Assent

A Director who is present at a meeting

of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless

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

acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to

such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour

of such action.

34 Directors’ Interests

34.1 A Director may hold any other office or place of profit under the Company

(other than the office of Auditor) in conjunction with his office of Director for such period and on

such terms as to remuneration and otherwise as the Directors may determine.

34.2 A Director may act by himself or by, through or on behalf of his firm

in a professional capacity for the Company and he or his firm shall be entitled to remuneration for

professional services as if he were not a Director.

34.3 A Director may be or become a director or other officer of or otherwise

interested in any company promoted by the Company or in which the Company may be interested as a shareholder,

a contracting party or otherwise, and no such Director shall be accountable to the Company for any

remuneration or other benefits received by him as a director or officer of, or from his interest in,

such other company.

34.4 No person shall be disqualified from the office of Director or prevented

by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall

any such contract or any contract or transaction entered into by or on behalf of the Company in which

any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so

contracting or being so interested be liable to account to the Company for any profit realised by or

arising in connection with any such contract or transaction by reason of such Director holding office

or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect

of any contract or transaction in which he is interested provided that the nature of the interest of

any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration

and any vote thereon.

34.5 A general notice that a Director is a shareholder, director, officer

or employee of any specified firm or company and is to be regarded as interested in any transaction

with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution

in respect of a contract or transaction in which he has an interest, and after such general notice

it shall not be necessary to give special notice relating to any particular transaction.

35 Minutes

The Directors shall cause minutes to

be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of

the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the

Directors present at each meeting.

36 Delegation of Directors’ Powers

36.1 The Directors may delegate any of their powers, authorities and discretions,

including the power to sub-delegate, to any committee consisting of one or more Directors (including,

without limitation and as applicable, the Audit Committee, the Compensation Committee and the Nominating

and Corporate Governance Committee, if established). Any such delegation may be made subject to any

conditions the Directors may impose and either collaterally with or to the exclusion of their own powers

and any such delegation may be revoked or altered by the Directors. Subject to any such conditions,

the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings

of Directors, so far as they are capable of applying.

36.2 The Directors may establish any committees, local boards or agencies

or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint

any person to be a member of such committees, local boards or agencies. Any such appointment may be

made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion

of their own powers and any such appointment may be revoked or altered by the Directors. Subject to

any such conditions, the proceedings of any such committee, local board or agency shall be governed

by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

36.3 The Directors may adopt formal written charters for committees and,

if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis.

Each of these committees shall be empowered to do all things necessary to exercise the rights of such

committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant

to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the

Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under

Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate

Governance Committee, if established, shall consist of such number of Directors as the Directors shall

from time to time determine (or such minimum number as may be required from time to time by the rules

and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any

other competent regulatory authority or otherwise under Applicable Law). For so long as any class of

Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee

and the Nominating and Corporate Governance Committee, if established, shall be made up of such number

of Independent Directors as is required from time to time by the rules and regulations of the Designated

Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority

or otherwise under Applicable Law.

36.4 The Directors may by power of attorney or otherwise appoint any person

to be the agent of the Company on such conditions as the Directors may determine, provided that the

delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

36.5 The Directors may by power of attorney or otherwise appoint any company,

firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the

attorney or authorised signatory of the Company for such purpose and with such powers, authorities

and discretions (not exceeding those vested in or exercisable by the Directors under the Articles)

and for such period and subject to such conditions as they may think fit, and any such powers of attorney

or other appointment may contain such provisions for the protection and convenience of persons dealing

with any such attorneys or authorised signatories as the Directors may think fit and may also authorise

any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions

vested in him.

36.6 The Directors may appoint such Officers as they consider necessary

on such terms, at such remuneration and to perform such duties, and subject to such provisions as to

disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms

of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer

may vacate his office at any time if he gives notice in writing to the Company that he resigns his

office.

37 No Minimum Shareholding

The Company in general meeting may

fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director

is not required to hold Shares.

38 Remuneration of Directors

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

remuneration as the Directors shall determine. The Directors shall also, whether prior to or after

the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other

expenses properly incurred by them in connection with their attendance at meetings of Directors or

committees of Directors, or general meetings of the Company, or separate meetings of the holders of

any class of Shares or debentures of the Company, or otherwise in connection with the business of the

Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect

thereof as may be determined by the Directors, or a combination partly of one such method and partly

the other.

38.2 The Directors may by resolution approve additional remuneration to

any Director for any services which in the opinion of the Directors go beyond his ordinary routine

work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company,

or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

39 Seal

39.1 The Company may, if the Directors so determine, have a Seal. The Seal

shall only be used by the authority of the Directors or of a committee of the Directors authorised

by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one

person who shall be either a Director or some Officer or other person appointed by the Directors for

the purpose.

39.2 The Company may have for use in any place or places outside the Cayman

Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company

and, if the Directors so determine, with the addition on its face of the name of every place where

it is to be used.

39.3 A Director or Officer, representative or attorney of the Company may

without further authority of the Directors affix the Seal over his signature alone to any document

of the Company required to be authenticated by him under seal or to be filed with the Registrar of

Companies in the Cayman Islands or elsewhere wheresoever.

40 Dividends, Distributions and Reserve

40.1 Subject to the Statute and this Article and except as otherwise provided

by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions

on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of

the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless

the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically

state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid

except out of the realised or unrealised profits of the Company, out of the share premium account or

as otherwise permitted by law.

40.2 Except as otherwise provided by the rights attached to any Shares,

all Dividends and other distributions shall be paid according to the par value of the Shares that a

Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular

date, that Share shall rank for Dividend accordingly.

40.3 The Directors may deduct from any Dividend or other distribution payable

to any Member all sums of money (if any) then payable by him to the Company on account of calls or

otherwise.

40.4 The Directors may resolve that any Dividend or other distribution be

paid wholly or partly by the distribution of specific assets and in particular (but without limitation)

by the distribution of shares, debentures, or securities of any other company or in any one or more

of such ways and where any difficulty arises in regard to such distribution, the Directors may settle

the same as they think expedient and in particular may issue fractional Shares and may fix the value

for distribution of such specific assets or any part thereof and may determine that cash payments shall

be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members

and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

40.5 Except as otherwise provided by the rights attached to any Shares,

Dividends and other distributions may be paid in any currency. The Directors may determine the basis

of conversion for any currency conversions that may be required and how any costs involved are to be

met.

40.6 The Directors may, before resolving to pay any Dividend or other distribution,

set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of

the Directors, be applicable for any purpose of the Company and pending such application may, at the

discretion of the Directors, be employed in the business of the Company.

40.7 Any Dividend, other distribution, interest or other monies payable

in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent

through the post directed to the registered address of the holder or, in the case of joint holders,

to the registered address of the holder who is first named on the Register of Members or to such person

and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant

shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders

may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable

in respect of the Share held by them as joint holders.

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

40.9 Any Dividend or other distribution which cannot be paid to a Member

and/or which remains unclaimed after six months from the date on which such Dividend or other distribution

becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s

name, provided that the Company shall not be constituted as a trustee in respect of that account and

the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other

distribution which remains unclaimed after a period of six years from the date on which such Dividend

or other distribution becomes payable shall be forfeited and shall revert to the Company.

41 Capitalisation

The Directors may at any time capitalise

any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital

redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate

such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution

of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment

and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all

acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they

think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements

accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the

Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and

any agreement made under such authority shall be effective and binding on all such Members and the Company.

42 Books of Account

42.1 The Directors shall cause proper books of account (including, where

applicable, material underlying documentation including contracts and invoices) to be kept with respect

to all sums of money received and expended by the Company and the matters in respect of which the receipt

or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities

of the Company. Such books of account must be retained for a minimum period of five years from the

date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept

such books of account as are necessary to give a true and fair view of the state of the Company’s

affairs and to explain its transactions.

42.2 The Directors shall determine whether and to what extent and at what

times and places and under what conditions or regulations the accounts and books of the Company or

any of them shall be open to the inspection of Members not being Directors and no Member (not being

a Director) shall have any right of inspecting any account or book or document of the Company except

as conferred by Statute or authorised by the Directors or by the Company in general meeting.

42.3 The Directors may cause to be prepared and to be laid before the Company

in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other

reports and accounts as may be required by law.

43 Audit

43.1 The Directors may appoint an Auditor of the Company who shall hold

office on such terms as the Directors determine.

43.2 Without prejudice to the freedom of the Directors to establish any

other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated

Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the

Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under

Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the

Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy

of the formal written charter on an annual basis. The composition and responsibilities of the Audit

Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities

and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable

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

dictate.

43.3 If the Shares (or depositary receipts therefor) are listed or quoted

on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party

transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval

of potential conflicts of interest.

43.4 The remuneration of the Auditor shall be fixed by the Audit Committee

(if one exists).

43.5 If the office of Auditor becomes vacant by resignation or death of

the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time

when his services are required, the Directors shall fill the vacancy and determine the remuneration

of such Auditor.

43.6 Every Auditor of the Company shall have a right of access at all times

to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors

and Officers such information and explanation as may be necessary for the performance of the duties

of the Auditor.

43.7 Auditors shall, if so required by the Directors, make a report on the

accounts of the Company during their tenure of office at the next annual general meeting following

their appointment in the case of a company which is registered with the Registrar of Companies as an

ordinary company, and at the next extraordinary general meeting following their appointment in the

case of a company which is registered with the Registrar of Companies as an exempted company, and at

any other time during their term of office, upon request of the Directors or any general meeting of

the Members.

43.8 Any payment made to members of the Audit Committee (if one exists)

shall require the review and approval of the Directors, with any Director interested in such payment

abstaining from such review and approval.

43.9 The Audit Committee shall monitor compliance with the terms of the

IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility

to take all action necessary to rectify such non-compliance or otherwise cause compliance with the

terms of the IPO.

43.10 At least one (1) member of the Audit Committee shall be an “audit

committee financial expert” as determined by the rules and regulations of the Designated Stock

Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or

otherwise under Applicable Law. The “audit committee financial expert” shall have such

past employment experience in finance or accounting, requisite professional certification in accounting,

or any other comparable experience or background which results in the individual’s financial

sophistication.

44 Notices

44.1 Notices shall be in writing and may be given by the Company to any

Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to

his address as shown in the Register of Members (or where the notice is given by e-mail by sending

it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication

in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange

Commission and/or any other competent regulatory authority or by placing it on the Company’s

Website.

44.2 Where a notice is sent by:

(a) courier; service of the notice shall be

deemed to be effected by delivery of the notice to a courier company, and shall be deemed

to have been received on the third day (not including Saturdays or Sundays or public holidays)

following the day on which the notice was delivered to the courier;

(b) post; service of the notice shall be deemed

to be effected by properly addressing, pre paying and posting a letter containing the notice,

and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays

or public holidays in the Cayman Islands) following the day on which the notice was posted;

shall be deemed to be effected by properly addressing and sending such notice and shall be

deemed to have been received on the same day that it was transmitted;

(d) e-mail or other Electronic Communication;

service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail

address provided by the intended recipient and shall be deemed to have been received on the

same day that it was sent, and it shall not be necessary for the receipt of the e-mail to

be acknowledged by the recipient; and

(e) placing it on the Company’s Website;

service of the notice shall be deemed to have been effected one hour after the notice or

document was placed on the Company’s Website.

44.3 A notice may be given by the Company to the person or persons which

the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy

of a Member in the same manner as other notices which are required to be given under the Articles and

shall be addressed to them by name, or by the title of representatives of the deceased, or trustee

of the bankrupt, or by any like description at the address supplied for that purpose by the persons

claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which

the same might have been given if the death or bankruptcy had not occurred.

44.4 Notice of every general meeting shall be given in any manner authorised

by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record

date for such meeting except that in the case of joint holders the notice shall be sufficient if given

to the joint holder first named in the Register of Members and every person upon whom the ownership

of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy

of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of

the meeting, and no other person shall be entitled to receive notices of general meetings.

45 Winding Up

45.1 If the Company shall be wound up, the liquidator shall apply the assets

of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator

thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a) if the assets available for distribution

amongst the Members shall be insufficient to repay the whole of the Company’s issued

share capital, such assets shall be distributed so that, as nearly as may be, the losses

shall be borne by the Members in proportion to the par value of the Shares held by them;

(b) if the assets available for distribution

amongst the Members shall be more than sufficient to repay the whole of the Company’s

issued share capital at the commencement of the winding up, the surplus shall be distributed

amongst the Members in proportion to the par value of the Shares held by them at the commencement

of the winding up subject to a deduction from those Shares in respect of which there are

monies due, of all monies payable to the Company for unpaid calls or otherwise.

45.2 If the Company shall be wound up the liquidator may, subject to the

rights attaching to any Shares and with the approval of a Special Resolution of the Company and any

other approval required by the Statute, divide amongst the Members in kind the whole or any part of

the assets of the Company (whether such assets shall consist of property of the same kind or not) and

may for that purpose value any assets and determine how the division shall be carried out as between

the Members or different classes of Members. The liquidator may, with the like approval, vest the whole

or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator,

with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset

upon which there is a liability.

46 Indemnity and Insurance

46.1 Every Director and Officer (which for the avoidance of doubt, shall

not include auditors of the Company), together with every former Director and former Officer (each

an Indemnified Person) shall to the fullest extent permitted by Applicable Law be indemnified

out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages

or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of

any act or failure to act in carrying out their functions other than such liability (if any) that they

may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person

shall be liable to the Company for any loss or damage incurred by the Company as a result (whether

direct or indirect) of the carrying out of their functions unless that liability arises through the

actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found

to have committed actual fraud, wilful neglect or wilful default under this Article unless or until

a court of competent jurisdiction shall have made a finding to that effect.

46.2 Each Member specifically agrees to waive any claim or right of action

such Member might have, whether individually or by, or in, the right of the Company, against any Director

or Officer in connection with new or competing merger bids or proposals which are proffered to the

Board at any time after the execution of a definitive agreement concerning a Business Combination provided

that such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to

the Company which may attach to such Director or Officer.

46.3 The Company shall advance to each Indemnified Person reasonable attorneys’

fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding

or investigation involving such Indemnified Person for which indemnity will or could be sought. In

connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking

to repay the advanced amount to the Company if it shall be determined by final judgment or other final

adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article.

If it shall be determined by a final judgment or other final adjudication that such Indemnified Person

was not entitled to indemnification with respect to such judgment, costs or expenses, then such party

shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall

be returned to the Company (without interest) by the Indemnified Person.

46.4 The Directors, on behalf of the Company, may purchase and maintain

insurance for the benefit of any Director or other Officer against any liability which, by virtue of

any rule of law, would otherwise attach to such person in respect of any negligence, default, breach

of duty or breach of trust of which such person may be guilty in relation to the Company.

47 Financial Year

Unless the Directors otherwise prescribe,

the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st

January in each year.

48 Transfer by Way of Continuation

48.1 If the Company is exempted as defined in the Statute, it shall, subject

to the provisions of the Statute and with the approval of a Special Resolution passed in accordance

with this Article 48, have the power to register by way of continuation as a body corporate under the

laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

48.2 Prior to the closing of a Business Combination, only the Class B Shares

shall carry the right to vote on any resolution of the shareholders to approve any transfer by way

of continuation pursuant to this Article (including any Special Resolution required to amend the constitutional

documents of the Company or to adopt new constitutional documents of the Company, in each case, as

a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman

Islands).

49 Mergers and Consolidations

The Company shall have the power to

merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine

and (to the extent required by the Statute) with the approval of a Special Resolution.

50 Business Combination

50.1 Notwithstanding any other provision of the Articles, this Article shall

apply during the period commencing upon the adoption of the Articles and terminating upon the first

to occur of the consummation of a Business Combination and the full distribution of the Trust Account

pursuant to this Article. In the event of a conflict between this Article and any other Articles, the

provisions of this Article shall prevail.

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

either:

(a) submit such Business Combination to its

Members for approval; or

(b) provide Members with the opportunity to

have their Shares repurchased by means of a tender offer for a per-Share repurchase price

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated

as of two business days prior to the consummation of such Business Combination, including

interest earned on the Trust Account (which interest shall be net of taxes payable), divided

by the number of then issued Public Shares.

50.3 If the Company initiates any tender offer in accordance with Rule 13e-4

and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall

file tender offer documents with the Securities and Exchange Commission prior to completing such Business

Combination which contain substantially the same financial and other information about such Business

Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If,

alternatively, the Company holds a general meeting to approve a proposed Business Combination, the

Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation

14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with

the Securities and Exchange Commission.

50.4 At a general meeting called for the purposes of approving a Business

Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary

Resolution, the Company shall be authorised to consummate such Business Combination.

50.5 Any Member holding Public Shares who is not the Sponsor, a Founder,

Officer or Director may, in connection with any vote on a proposed Business Combination, elect to have

their Public Shares redeemed for cash in accordance with any applicable requirements provided for in

the related proxy materials (the IPO Redemption), including, without limitation, such requirements

with respect to the deadline for making such election (the Election Deadline), provided that

(a) no such Member, together with any Affiliate of such Member or any

other person with whom such Member is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act) may exercise this redemption right with respect to more than

fifteen per cent (15%) of the Public Shares in the aggregate without the prior consent of the Company

and (b) if the Company requires in its sole discretion, any holder that holds Public Shares beneficially

through a nominee must identify itself to the Company in connection with any redemption election in

order to validly redeem such Public Shares. Notwithstanding the foregoing sentence, the board of Directors

may, at any time and either before or after the initially scheduled vote on a Business Combination,

in its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline

which has already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless

of whether he is abstaining from voting on or voting for or against such proposed Business Combination,

a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the

Trust Account calculated as of two business days prior to the consummation of the Business Combination,

including interest earned on the Trust Account (which interest shall be net of taxes payable), divided

by the number of then issued Public Shares (such redemption price being referred to herein as the Redemption

Price), subject to Applicable Law, but only in the event that the applicable proposed Business

Combination is approved and consummated.

50.6 A Member may not withdraw a Redemption Notice once submitted to the

Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such

redemption request (which they may do in whole or in part).

50.7 In the event that the Company does not consummate a Business Combination

within the Completion Window, the Company shall:

(a) cease all operations except for the

purpose of winding up;

(b) as promptly as reasonably possible

but not more than ten (10) business days thereafter, subject to lawfully available funds,

redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the Trust Account (which

interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution

expenses), divided by the number of Public Shares then in issue, which redemption will completely

extinguish public Members’ rights as Members (including the right to receive further

liquidation distributions, if any) subject to applicable law; and

following such redemption, subject to the approval of the Company’s remaining Members

and the Directors, liquidate and dissolve,

subject in each case

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

of Applicable Law.

50.8 In the event that any amendment is made to the Articles prior to 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 (i) the rights of holders of Class A Shares; or (ii) pre-Business Combination

activity,

each holder of Public Shares who is

not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval

of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue,

subject to Applicable Law.

50.9 Except for any amounts released to the Company to pay taxes, none of

the funds in the Trust Account shall be released from the Trust Account until the earlier of: (i) an

IPO Redemption pursuant to Article 50.5; (ii) a repurchase of Shares by means of a tender offer pursuant

to Article 50.2(b); (iii) a distribution of the Trust Account pursuant to Article 50.7; or (iv) an

amendment under Article 50.8. A holder of Public Shares shall be entitled to receive distributions

from the Trust Account only in the event of (i) to (iv) under this Article 50.9. In no other circumstance

shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

50.10 Except in connection with the conversion of Class B Shares into Class

A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive

funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a

Business Combination, the Company shall not issue additional Shares or any other securities that would

entitle the holders thereof to:

(a) receive funds from the Trust Account;

(b) vote as a class with Public Shares on

a Business Combination.

50.11 A Director may vote in respect of a Business Combination in which

such Director has a conflict of interest with respect to the evaluation of such Business Combination.

Such Director must disclose such interest or conflict to the other Directors.

50.12 The Company shall not enter into an initial Business Combination solely

with another blank cheque company or a similar company with nominal operations.

50.13 The Company may enter into a Business Combination with a target business

that is an Affiliate of the Sponsor, an Officer or a Director. In the event the Company seeks to complete

a Business Combination with a target business that is an Affiliate of the Sponsor, an Officer or a

Director, the Company, or a committee of Independent Directors, shall obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions stating

that the consideration to be paid by the Company in such a Business Combination is fair to the Company

from a financial point of view.

51 Certain Tax Filings

Each Tax Filing Authorised Person and

any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN,

W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities

or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms

as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any

Tax Filing Authorised Person or such other person prior to the date of the Articles.

52 Business Opportunities

52.1 To the fullest extent permitted by Applicable Law, none of the Sponsor

or any individual serving as a Director or an Officer (Management)

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging

directly or indirectly in the same or similar business activities or lines of business as the Company.

To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy

of the Company in, or in being offered an opportunity to participate in, any potential transaction

or matter which (a) may be a corporate opportunity for Management, on the one hand, and the Company,

on the other or (b) the presentation of which would breach an existing legal obligation of a member

of Management to any other entity. Except to the extent expressly assumed by contract, to the fullest

extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such

corporate opportunity to the Company and shall not be liable to the Company or its Members for breach

of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party

pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate

opportunity to another person, or does not communicate information regarding such corporate opportunity

to the Company.

52.2 Except as provided elsewhere in this Article, to the fullest extent

permitted by Applicable Law the Company hereby renounces any interest or expectancy of the Company

in, or in being offered an opportunity to participate in, any potential transaction or matter which

may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer

who is also a member of Management acquires knowledge.

52.3 To the extent a court might hold that the conduct of any activity related

to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company

or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and

all claims and causes of action that the Company may have for such activities. To the fullest extent

permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in

the future and that have been conducted in the past.

52.4 Notwithstanding anything to the contrary in this Article, such renouncement

shall not apply to any business opportunity that is expressly offered to such person solely in his

or her capacity as a Director or Officer of the Company and it is an opportunity the Company is able

to complete on a reasonable basis.

53 Exclusive Jurisdiction

53.1 Unless the Company consents in writing to the selection of an alternative

forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute

arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to

each Member’s shareholding in the Company, including but not limited to:

(a) any derivative action or proceeding brought

on behalf of the Company;

(b) any action asserting a claim of breach

of any fiduciary or other duty owed by any current or former Director, Officer or other employee

of the Company to the Company or the Members;

to any provision of the Statute, the Memorandum or the Articles; or

(d) any action asserting a claim against the

Company governed by the “Internal Affairs Doctrine” (as such concept is recognised

under the laws of the United States of America).

53.2 Each Member irrevocably submits to the exclusive jurisdiction of the

courts of the Cayman Islands over all such claims or disputes.

53.3 Without prejudice to any other rights or remedies that the Company

may have, each Member acknowledges that damages alone would not be an adequate remedy for any breach

of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company

shall be entitled, without proof of special damages, to the remedies of injunction, specific performance

or other equitable relief for any threatened or actual breach of the selection of the courts of the

Cayman Islands as exclusive forum.

53.4 This Article 53 shall not apply to any action or suits brought to enforce

any liability or duty created by the U.S. Securities Act of 1933, as amended, the Exchange Act, or

any claim for which the federal district courts of the United States of America are, as a matter of

the laws of the United States, the sole and exclusive forum for determination of such a claim.

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- 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

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