Form 8-K

8-K — DISCIPLINED GROWTH ACQUISITION Corp

Accession: 0001185185-26-002273

Filed: 2026-06-01

Period: 2026-05-26

CIK: 0002111038

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dgac8k052926.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (dgacex1-1.htm)

EX-3.1 — EXHIBIT 3.1 (dgacex3-1.htm)

EX-4.1 — EXHIBIT 4.1 (dgacex4-1.htm)

EX-10.1 — EXHIBIT 10.1 (dgacex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (dgacex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (dgacex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (dgacex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (dgacex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (dgacex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (dgacex10-7.htm)

EX-10.8 — EXHIBIT 10.8 (dgacex10-8.htm)

EX-99.1 — EXHIBIT 99.1 (dgacex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (dgacex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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DGAC:ClassOrdinarySharesParValue0.0001PerShareMember

2026-05-26

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DGAC:RightsEachRightEntitlingHolderToReceiveOnefourth14OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember

2026-05-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date

of earliest event reported): May 26, 2026

Disciplined

Growth Acquisition Corporation

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-43314

98-1913742

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

169 Rockaway Avenue

Garden City, New York

11530

(Address of principal

executive offices, including zip code)

Registrant’s

telephone number, including area code: (516) 550-4122

Not Applicable

(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 right

DGACU

The New York Stock Exchange

Class A ordinary shares, par value $0.0001 per share

DGAC

The New York Stock Exchange

Rights, each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the initial business combination

DGACR

The New York Stock Exchange

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

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

Emerging

growth company ☒

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

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

Item 1.01. Entry into a Material

Definitive Agreement.

May 28, 2026, Disciplined Growth Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”)

of 15,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.

In connection with the offering, $10.05 per Unit was deposited into a trust account with Odyssey Transfer and Trust Company acting as

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

and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business

combination (each, a “Share Right”). The underwriters have a 45-day option to purchase up to an additional 2,250,000 units

to cover over-allotments, if any.

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

registration statement on Form S-1 (File No. 333-295097) for the IPO, initially filed with the U.S. Securities and Exchange Commission

(the “Commission”) on April 16, 2026 (as amended, the “Registration Statement”):

● An Underwriting Agreement, dated May 26, 2026, by and among the Company and Maxim Group LLC

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

incorporated herein by reference.

● A Share Rights Agreement, dated May 26, 2026, by and between

the Company and Odyssey Transfer and Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated

herein by reference.

● An Investment Management Trust Agreement, dated May 26, 2026,

by and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and

incorporated herein by reference.

● A Registration Rights Agreement, dated May 26, 2026, by and

among the Company, Disciplined Growth Sponsor LLC (the “Sponsor”), and Maxim, as representative of the several underwriters,

a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated May 26,

2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which

is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated May 26, 2026 (the “Underwriters’

Private Placement Units Purchase Agreement”), by and among the Company and Maxim Partners LLC, a copy of which is attached as Exhibit 10.4

hereto and incorporated herein by reference.

● A Letter Agreement, dated May 26, 2026, by and among the

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

● Indemnity Agreements, dated May 26, 2026, by and among the

Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated May 26, 2026,

by and between the Company and the Sponsor, which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

● A Securities Subscription Agreement between the At-Risk Capital

Investors and the Company, dated May 26, 2026, by and between the Company and the At-Risk Capital Investors, which is attached as Exhibit

10.8 hereto and incorporated herein by reference.

The Company also issued 675,000

Class A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”)

on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the

Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative

Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by

any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions

pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares until

the completion of the initial business combination, except as permitted under the Underwriting Agreement. In addition, the Representative

has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection

with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from

the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided

in the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).

Item 3.02. Unregistered Sales of

Equity Securities.

Simultaneously

with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement

Units Purchase Agreement, the Company completed the private sale of an aggregate of 345,000 units (the “Private Placement Units”)

to the Sponsor, Maxim and/or its designees and at-risk capital investors at a price of $10.00 per Private Placement Unit for an aggregate

purchase price of $3,450,000. Of these Private Placement Units, the Sponsor purchased 175,000 Private Placement Units, Maxim and/or its

designees purchased 60,000 Private Placement Units and the at-risk capital investors purchased 110,000 Private Placement Units. The Private

Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration

Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was

made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Prior to the IPO, the Sponsor acquired from the Company an aggregate

of 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), for an aggregate

purchase price of $25,000, or approximately $0.004 per share. Simultaneously with the IPO, the Sponsor forfeited 1,100,000 founder shares

and the at-risk capital investors purchased 1,100,000 founder shares pursuant to the Subscription Agreements (of which, 150,000 founder

shares were purchased by the Maxim individuals and 950,000 founder shares were purchased by the third-party investors) for an aggregate

purchase price of approximately $4,000, or approximately $0.004 per share, which resulted in the Sponsor owning 4,650,000 founder shares.

The founder shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination,

or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in the Amended Charter. No underwriting

discounts or commissions were paid with respect to such sale. The issuance of the founder shares was made pursuant to the exemption from

registration contained in Section 4(a)(2) of the Securities Act.

Item 5.02.

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

Officers.

Effective

May 27, 2026, in connection with the IPO, John W. Heilshorn, Aaron Spool, Michael Faber, John Ziegelman and Jay Gettenberg

(collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”).

Effective May 28, 2026, Mr. Gettenberg, Mr. Ziegelman and Mr. Faber were appointed to the Board’s Audit Committee, with Mr.

Gettenberg serving as chair of the Audit Committee. Each of Mr. Faber, Mr. Heilshorn and Mr. Gettenberg was appointed to the

Board’s Compensation Committee, with Mr. Faber serving as chair of the Compensation Committee.

May 26, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which require the Company

to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding

against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete

and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6

to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03.

Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended

and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May

26, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and

are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit

3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

total of $150,750,000 from the proceeds of the offerings of the Units and the sale of the Private Placement Units (net of

transaction expenses and working capital) was placed in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company,

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

pay its taxes and up to $100,000 for dissolution expenses, the funds held in the trust account will not be released from the trust

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

Company’s public shares if it is unable to complete its initial business combination within 15 months from the closing of the

IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and

(iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the

Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to

redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 15 months from the

closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business

combination activity.

May 26, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this

Current Report on Form 8-K.

May 28, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this

Current Report on Form 8-K.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits

The

following exhibits are being filed herewith:

Exhibit No.

Description

1.1

Underwriting Agreement, dated May 26, 2026, between the Company and Maxim, as representative of the several underwriters.

3.1

Amended and Restated Memorandum and Articles of Association of the Company.

4.1

Share Rights Agreement, dated May 26, 2026, by and between the Company and Odyssey Transfer and Trust Company.

10.1

Investment Management Trust Agreement, dated May 26, 2026, between the Company and Odyssey Transfer and Trust Company.

10.2

Registration Rights Agreement, dated May 26, 2026, by and among the Company, the Sponsor and Maxim, as representative of the

several underwriters.

10.3

Private Placement Units Purchase Agreement, dated May 26, 2026, between the Company and the Sponsor.

10.4

Private Placement Units Purchase Agreement, dated May 26, 2026, between the Company and Maxim Partners LLC.

10.5

Letter Agreement, dated May 26, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company.

10.6

Form of Indemnity Agreement.

10.7

Administrative Services Agreement, dated May 26, 2026, between the Company and the Sponsor.

10.8

Securities Subscription Agreement, dated May 26, 2026, between the At-Risk Capital Investors and the Registrant.

99.1

Press Release, dated May 26, 2026

99.2

Press Release, dated May 28, 2026

104

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

SIGNATURE

Pursuant

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

undersigned hereunto duly authorized.

DISCIPLINED GROWTH ACQUISITION CORPORATION

By:

/s/ Robert Wotczak

Name:

Robert Wotczak

Title:

Chief Executive Officer

Dated: June 1, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: dgacex1-1.htm · Sequence: 2

Exhibit 1.1

UNDERWRITING AGREEMENT

Between

DISCIPLINED GROWTH ACQUISITION CORPORATION

and

MAXIM GROUP LLC,

as Representatives of the Underwriters

Dated: May 26, 2026

Disciplined

Growth Acquisition Corporation

UNDERWRITING AGREEMENT

New York, New York

May 26, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

As Representative of the Underwriters

named on Schedule A hereto

Ladies and Gentlemen:

Disciplined Growth Acquisition

Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”)

with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the

“Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

1. Purchase and Sale of

Securities.

1.1 Firm Securities.

1.1.1 Purchase of Firm

Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein,

the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from

the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite

the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.92 per Firm

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

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

and one right (the “Rights”).The Ordinary Shares and Rights included in the Firm Units will trade separately on the 52nd

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

unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event

will the Ordinary Shares and Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and

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

Company’s receipt of the proceeds of the Offering and the Private Placement (as defined in Section 1.3.2 below) and updated financial

information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1)

if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on

Form 8-K and issued a press release announcing when such separate trading will begin. Each Right entitles its holder to receive one-fourth

(1/4) of one Ordinary Share upon the consummation by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination with one or more businesses (each, a “Business Combination”).

1.1.2 Payment and Delivery.

Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day following the

commencement of trading of the Firm Units, or at such other time as shall be agreed upon by the Representative and the Company, at the

offices of McDermott Will & Schulte LLP, counsel to the Underwriters (“McDermott”), or at such other place (including

remotely by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and

payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire

transfer in Federal (same day) funds, payable as follows: $150,750,000 of the proceeds received by the Company for the Firm Units and

the sale of Private Placement Units (as defined in Section 1.3.2) shall be deposited in the trust account (“Trust Account”)

established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as

defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between

the Company and Odyssey Transfer & Trust Company (the “Trustee”). The remaining proceeds (less commissions and actual

expense payments or other fees payable pursuant to Section 3.9) (the “Remaining Proceeds”), if any, shall be paid to the order

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

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

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

at least one (1) full Business Day prior to the Closing Date. If the delivery is not made through the facilities of DTC, the Company will

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

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

for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of

the Units in the Offering or acquired in the aftermarket, including Disciplined Growth Sponsor LLC (the “Sponsor”), the Company’s

officers, directors, board advisors and the Individual Purchasers (as defined in Section 1.3.1) to the extent such persons acquire such

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

Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided,

however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay

at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the

closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems

(including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

1.2 Over-Allotment Option.

1.2.1 Option Units.

The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 2,250,000 units

(the “Option Units”), the gross proceeds of which will be deposited in the Trust Account, for the purposes of covering any

over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to

the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number

of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject

to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred

to as the “Units,” and the Units, the Ordinary Shares and the Rights included in the Units, and the Ordinary Shares issuable

upon exchange of the Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be

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

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

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

per Firm Unit set forth in Section 1.1.1 hereof.

1.2.2 Exercise of Option.

The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any

part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”) of the

Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option

Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written

notice (which may be by email) to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting

forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option

Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in

such other manner as shall be agreed upon by the Company and the Representative, at the offices of McDermott or at such other place (including

remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery

and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon

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

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

1.2.3 Payment and Delivery.

Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows:

$9.92 per Option Unit shall be deposited by the Representative in the Trust Account pursuant to the Trust Agreement upon delivery to the

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

facilities of DTC) for the account of the Representative. The certificates representing the Option Units to be delivered will be in such

denominations and registered in such names as the Representative requests in writing not less than one (1) full Business Day prior to

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

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

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

for applicable Option Units.

1.3 Founder Shares and Private

Placement.

1.3.1 Founder Shares.

On January 19, 2026, the Sponsor acquired from the Company an aggregate of 5,750,000 Class B ordinary shares of the Company, par value

$0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000. On May 26, 2026, the Sponsor forfeited

1,100,000 Founder Shares and certain individuals who are registered persons of the Representative (the “Maxim individuals”)

acquired from the Company an aggregate of 150,000 Founder Shares, and one or more third-party investors (the “Third-Party Investors,”

and together with the Maxim individuals, the “Individual Purchasers”) acquired from the Company an aggregate of 950,000 Founder

Shares, for an aggregate consideration of approximately $4,000, which resulted in the Sponsor owning 4,650,000 Founder Shares. No underwriting

discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described

in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor and the Individual Purchasers,

or any of their permitted transferees prior to the date hereof, until the earlier of: (i) six (6) months following the consummation by

the Company of the initial Business Combination or (ii) subsequent to the consummation of the initial Business Combination, the date on

which the Company completes a liquidation or Business Combination that results in all of the Company’s shareholders having the right

to exchange their Ordinary Shares for cash, securities or other property; provided that the Founder Shares held by the Maxim individuals

remain subject to the compliance with lock-up requirements imposed by FINRA Rule 5110(e). Notwithstanding the foregoing, if the last sale

price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances,

subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period

commencing any time thirty (30) days after the initial Business Combination, the Founder Shares will be released from such transfer restrictions.

Except as described in the Registration Statement, the Founder Shares may only be sold, assigned or transferred by the Individual Purchasers

and their permitted transferees in compliance with the terms of the Subscription Agreements (as defined in Section 2.21.2 below). The

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

event the Company fails to consummate the initial Business Combination within the period of time as provided in its amended and restated

memorandum and articles of association, as amended and/or restated from time to time (the “Charter Document”). The holders

of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option

is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that

the Founder Shares then outstanding will comprise approximately 25% of the issued and outstanding ordinary shares of the Company and the

Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

1.3.2 Private Placement

Units. Simultaneously with the Closing Date, the Sponsor and the Individual Purchasers will purchase from the Company, pursuant to

the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 345,000 private placement units (or 374,250 private placement

units if the Over-allotment Option is exercised in full), which units are identical to the Firm Units, subject to certain exceptions described

in the Prospectus (as defined in Section 2.1.1 below), consisting of (i) 175,000 private placement units purchased by the Sponsor (or

195,250 private placement units if the Over-allotment Option is exercised in full), (ii) 60,000 private placement units purchased by Maxim

(or 69,000 private placement units if the Over-allotment Option is exercised in full), and (iii) 110,000 private placement units purchased

by the Individual Purchasers (collectively, the “Private Placement Units”), at a purchase price of $10.00 per unit, in a private

placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section

4(a)(2) of the Act. The purchase price for the Private Placement Units to be paid by the Sponsor and the Individual Purchasers, as set

forth in their respective Purchase Agreements, shall be delivered to the Trustee or counsel to the Company or the Representative to hold

in a separate escrow account at least one (1) Business Day prior to the date hereof so that such funds are readily available to be delivered

to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The terms of the Private Placement Units are

as described in the Prospectus. The private placement of the Private Placement Units to the Sponsor and the Individual Purchasers is referred

to herein as the “Private Placement.” Certain proceeds from the sale of the Private Placement Units shall be deposited into

the Trust Account. None of the Private Placement Units (or underlying securities) may be sold, assigned or transferred by the Sponsor,

the Individual Purchasers, or their permitted transferees until thirty (30) days after the consummation of the initial Business Combination.

1.3.3 The Private

Placement Securities. The Private Placement Units and the underlying Ordinary Shares (the “Placement Shares”) and Rights

(the “Placement Rights”) and the Ordinary Shares issuable upon exchange of the Placement Rights are hereinafter referred to

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

payable in connection with the Placement Securities sold in the Private Placement. The Private Placement Units are identical to the Firm

Units except that (i) none of the Placement Securities will be transferable, assignable or salable until thirty (30) days after the consummation

of the initial Business Combination except to permitted transferees and (ii) will be entitled to registration rights. The Public Securities,

the Placement Securities, the Representative Shares (as defined in Section 1.4) and the Founder Shares are hereinafter referred to collectively

as the “Securities.”

1.4 Representative’s

Ordinary Shares. On the Closing Date, the Company shall issue to the Representative or its designees 675,000 Ordinary Shares, or up

to 776,250 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative

has agreed, and caused its designees to agree, not to transfer, assign or sell any such Representative Shares until the completion of

the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate

in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination or amendment to

the Charter Document and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the

Company fails to complete the initial Business Combination within the period of time as provided in its Charter Document. The Representative

Shares will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put, or

call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of one-hundred

and eighty (180) days from the commencement of sales of the Offering to anyone other than as permitted in accordance with Financial Industry

Regulatory Authority (“FINRA”) Rule 5110(e)(2). On and after the 181st day following the commencement of sales of the Offering,

transfers to others may be made subject to compliance with or exemptions from applicable securities laws and this Agreement, provided,

however, that any transferee (and any subsequent transferees) must agree to the restrictions on transfer and redemption contained in this

Section 1.4. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer

restrictions. The holders of Representative Shares shall have registration rights as provided for in the Registration Rights Agreements

(as defined in Section 2.21.4).

1.5 Working Capital.

Upon consummation of the Offering, approximately $600,000 of the net proceeds from the sale of Units and the Private Placement Units (or

such greater or lesser amount representing the Remaining Proceeds) will be available to the Company and held outside of the Trust Account

to fund the working capital requirements of the Company.

1.6 Interest Income.

Prior to the Company’s consummation of the initial Business Combination or the Company’s liquidation, interest earned on the

Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Charter Document and the Trust

Agreement to pay any taxes incurred by the Company and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus.

The proceeds placed in the Trust Account and the interest earned thereon shall not be used to pay for possible excise tax or any other

fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation

any excise tax due under the Inflation Reduction Act of 2022 on any redemption or share repurchases by the Company.

2. Representations and

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

2.1 Filing of Registration

Statement.

2.1.1 Pursuant to the Act.

The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-295097), including

any related preliminary prospectus (the “Preliminary Prospectus,” including any prospectus that is included in the registration

statement immediately prior to the effectiveness of the registration statement), for the registration of the Units under the Act, which

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

the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register

the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise

require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective,

including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein

and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations is hereinafter called the “Registration

Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable,

the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations,

filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”

For purposes of this Agreement, “Applicable Time,” as used in the Act, means 4:30 p.m. New York City time, on the date of

this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement

filed on April 16, 2026, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable

Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between

the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed

under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant

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

to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included

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

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

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

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

2.1.2 Pursuant to the Exchange

Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-43314) providing for the registration

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, Ordinary Shares, and Rights. The

registration of the Units, Ordinary Shares, and Rights under the Exchange Act has been declared effective by the Commission on the date

hereof and the Units, Ordinary Shares, and Rights have been registered pursuant to Section 12(b) of the Exchange Act.

2.1.3 No Stop Orders, etc.

Neither the Commission nor, to the Company’s knowledge, any federal, state or other regulatory authority has issued any order or

threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Statutory

Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, threatened to institute any proceedings

with respect to such an order.

2.2 Disclosures in Registration

Statement.

2.2.1 10b-5 Representation.

At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement)

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

Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the

Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration

Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective

dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

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

case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under

which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant

to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements therein, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the

Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of

the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement

thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements

thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the

applicable provisions of the Act and the Regulations and did not, and will not, contain an untrue statement of a material fact or omit

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

not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in

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

expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto.

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

the names of the Underwriters, the table of underwriters in the first paragraph of the section entitled “Underwriting,” the

information with respect to stabilization transactions contained in the first and second paragraphs of the section entitled “Underwriting

- Regulatory Restrictions on Purchase of Securities,” the information with respect to underwriting discounts and commissions in

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

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

2.2.2 Disclosure of Agreements.

The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus conform to the descriptions

thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration

Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that

have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a

party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Statutory

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

authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company

and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may

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

of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the

remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the

discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by

the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to

the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a

breach or default thereunder. To the Company’s knowledge, the performance by the Company of the material provisions of such agreements

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

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

without limitation, those relating to environmental laws and regulations.

2.2.3 Prior Securities

Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person

or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except

as disclosed in the Registration Statement.

2.2.4 Regulations.

The disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state

and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to

state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

2.3 Changes After Dates in

Registration Statement.

2.3.1 No Material Adverse

Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the

Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change, or, to the knowledge of the

Company, any development that could be reasonably expected to result in a material adverse change, in the condition, financial or otherwise,

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

change, a “Material Adverse Change,” and any resulting effect, a “Material Adverse Effect”), (ii) there have been

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

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

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

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

the Statutory Prospectus and the Prospectus.

2.3.2 Recent Securities

Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus

and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities

or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other

distribution on or in respect to its share capital.

2.4 Independent Registered

Public Accounting Firm. GuzmanGray (“GuzmanGray”), whose report is filed with the Commission as part of, and is included

in, the Registration Statement, the Statutory Prospectus, and the Prospectus, are, to the Company’s knowledge, independent registered

public accountants as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”),

including the rules and regulations promulgated by such entity. To the Company’s knowledge, GuzmanGray is currently registered with

the PCAOB and in good standing. GuzmanGray has not, during the periods covered by the financial statements included in the Registration

Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section

10A(g) of the Exchange Act.

2.5 Financial Statements;

Statistical Data.

2.5.1 Financial Statements.

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

Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the

dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally

accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules

included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information required to be stated

therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated

by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement, the Statutory Prospectus

and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),

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

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

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

to be included in the Registration Statement, the Statutory Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1

that have not been included as so required.

2.5.2 Statistical Data.

The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and/or the

Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and

such data agree with the sources from which they are derived.

2.6 Authorized Capital; Options.

The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus, and the Prospectus, as

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

and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus, and the Prospectus, the Company

will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein.

Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on the Effective

Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase

or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or

commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.

2.7 Valid Issuance of Securities.

2.7.1 Outstanding Securities.

All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized

and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are

not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive

rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding

securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement,

the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding securities of the Company were at

all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration

requirements (based in part on the representations and warranties of the purchasers of such securities).

2.7.2 Public Securities;

Representative Shares. The Public Securities and the Representative Shares have been duly authorized and reserved for issuance and

when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof

are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Representative Shares

are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted

by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the

Representative Shares has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law

of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material

respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case

may be. When paid for and issued, the Rights included in the Units will constitute valid and binding obligations of the Company to issue

and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Rights are,

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

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

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

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

which any proceeding therefor may be brought. The Ordinary Shares issuable upon exchange of the Rights have been reserved for issuance

upon the exchange of the Rights, and when issued and delivered in accordance with the terms thereof and the Rights Agreement (as defined

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

validly issued, fully paid and non-assessable.

2.7.3 Private Placement

Securities. The Placement Rights will constitute valid and binding obligations of the Company to issue the number and type of securities

of the Company called for thereby in accordance with the terms thereof, and will be enforceable against the Company in accordance with

their terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’

rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state

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

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

have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements will be validly

issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such

holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company

or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and

sale of the Placement Securities has been duly and validly taken. The Placement Securities conform in all material respects to the descriptions

thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

2.7.4 No Integration.

Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required

to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant

to the Registration Statement or the Placement Securities in the Private Placement.

2.8 Registration Rights of

Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders of any securities

of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the

Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to

be filed by the Company.

2.9 Validity and Binding

Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement

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

2.21.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed

and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable

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

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

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

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

any proceeding therefor may be brought.

2.10 No Conflicts, Etc.

The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions

herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without

the giving of notice or the lapse of time or both: (i) result in a material breach or violation of, or conflict with any of the terms

and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien,

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

or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii)

result in any violation of the provisions of the Charter Document; or (iii) violate any existing applicable statute, law, rule, regulation,

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

properties, assets or business constituted as of the date hereof.

2.11 No Defaults; Violations.

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

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

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

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

of its Charter Document. The Company is not in violation of any franchise, license, permit, applicable law, rule, regulation, judgment

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

except for such violations which would not reasonably be expected to have a Material Adverse Effect.

2.12 Corporate Power; Licenses;

Consents.

2.12.1 Conduct of Business.

The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates

and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for

the purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures in the Registration

Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this

Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state

a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under

which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other

than in connection with its formation and in furtherance of this Offering.

2.12.2 Transactions Contemplated

Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and

conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained. No consent,

authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid

issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions and agreements

contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus,

except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by FINRA.

2.13 D&O Questionnaires.

All information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s officers, directors,

board advisor and the Sponsor prior to the Offering (collectively, the “Insiders”) and provided to the Representative and

its counsel and the biographies of the Insiders contained in the Registration Statement, Statutory Prospectus and the Prospectus (to the

extent a biography is contained) is, true and correct in all material respects and the Company has not become aware of any information

which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete

in any material respect.

2.14 Litigation; Governmental

Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending,

or to the Company’s knowledge, threatened against or involving the Company or, to the Company’s knowledge, any Insider that

has not been disclosed, that is required to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the

Questionnaires.

2.15 Good Standing. The

Company has been duly incorporated and is validly existing as an exempted company with limited liability and is in good standing (to the

extent such concept exists) under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in

good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires

such qualification, except where the failure to qualify would not have a Material Adverse Effect.

2.16 No Contemplation of

a Business Combination. The Company has not identified any target business for the initial Business Combination (each a “Target

Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any

Business Combination target.

2.17 Transactions Requiring

Disclosure to FINRA.

2.17.1 Finder’s Fees.

There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination

fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings

of the Company or to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.

2.17.2 Payments Within

180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s

fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons

who raised or provided capital to the Company; (ii) any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15)

(“Participating FINRA Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with

any Participating FINRA Member, within the 180-day period prior to the initial filing of the Registration Statement, other than the prior

payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted

any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or an associated person or affiliate (as

defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.

No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the

Registration Statement has any relationship or affiliation or association with any Participating FINRA Member. Except with respect to

the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without

limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the

Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any underwriting compensation from

the Company to a Participating FINRA Member.

2.17.3 FINRA Affiliation.

Other than the Individual Purchasers, and as disclosed to the Representative, no officer or director or any direct or indirect beneficial

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

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

FINRA Member. The Company will advise the Representative and McDermott if it learns that any officer or director or any direct or indirect

beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a Participating FINRA Member.

2.17.4 Share Ownership.

Other than the Individual Purchasers, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any

class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in

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

2.17.5 Loans. No officer

or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities

has made a subordinated loan to any member of FINRA participating in the Offering.

2.17.6 Proceeds of the

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

be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating

in the Offering, except as specifically authorized herein.

2.17.7 Conflicts of Interest.

To the Company’s knowledge, no Participating FINRA Member has a conflict of interest with the Company. For this purpose, a “conflict

of interest” exists when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own

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

Participating FINRA Members include managing agents, syndicate group members and all dealers which are members of FINRA.

2.18 Taxes.

2.18.1 There are no transfer

taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United

States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of

the Public Securities.

2.18.2 The Company has filed

all foreign, U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in a timely

manner or has duly obtained extensions of time for the filing thereof, except in any case in which the failure to so file would not have

a Material Adverse Effect. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed

on it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except

for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5 above in respect of all

federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company

has not been finally determined, if any.

2.19 Foreign Corrupt Practices

Act; Anti-Money Laundering; Patriot Act.

2.19.1 Foreign Corrupt

Practices Act. Neither the Company nor to the Company’s knowledge, any of the Insiders or any other person acting on behalf

of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions

to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or

employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for

office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist

it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal

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

in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure

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

Practices Act of 1977, as amended.

2.19.2 Currency and Foreign

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

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

of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended,

the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered

or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering

Laws is pending or, to the Company’s knowledge, threatened.

2.19.3 Patriot Act.

Neither the Company nor to the Company’s knowledge, any Insider has violated the Bank Secrecy Act of 1970, as amended, or the Uniting

and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or

the rules and regulations promulgated under any such law, or any successor law.

2.20 Officers’ Certificate.

Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative

or to McDermott shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.21 Agreements With Insiders.

2.21.1 Insider Letter.

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

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

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

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

before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “Insider

Letter”), pursuant to which each of the Insiders, including the Sponsor, agree to certain matters. The Insider Letter shall not

be amended, modified or otherwise changed without the prior written consent of the Representative, which consent shall not be unreasonably

delayed, conditioned or withheld by the Representative.

2.21.2 Purchase Agreements.

The Sponsor has executed and delivered a Private Placement Unit Subscription Agreement (the “Sponsor Purchase Agreement”)

and the Individual Purchasers have each executed subscription agreements (the “Subscription Agreements” and, together with

the Sponsor Purchase Agreement, the “Purchase Agreements”). The forms of the Purchase Agreements are filed as exhibits to

the Registration Statement, pursuant to which the Sponsor and the Individual Purchasers will, among other things, on the Closing Date,

each consummate the purchase of and deliver the purchase price for the Private Placement Units as provided for in the respective Purchase

Agreements. Pursuant to the Purchase Agreements, (i) the Sponsor and the Individual Purchasers have each waived any and all rights and

claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and

(ii) certain proceeds from the sale of the Private Placement Units will be deposited by the Company in the Trust Account in accordance

with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

2.21.3 Administrative Services

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

substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor (or an affiliate of the Sponsor)

will make available to the Company office space, utilities and secretarial and administrative support for the Company’s use for

$20,000 per month, which will begin accruing upon consummation of the Offering and will not be payable until the earlier of the consummation

by the Company of the initial Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions

set forth in the Services Agreement.

2.21.4 Registration Rights

Agreements. The Company, the Sponsor, the Company’s officers and directors, the Individual Purchasers and the Underwriters have

each entered into a Registration Rights Agreement (collectively, the “Registration Rights Agreements”) substantially in the

form filed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect

to the securities they hold or may hold, as set forth in such Registration Rights Agreements and described more fully in the Registration

Statement, the Statutory Prospectus and the Prospectus.

2.21.5 Loans. The Sponsor

has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory

note filed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and any outstanding amounts thereunder

as of the date of the initial Business Combination are repayable by the Company on such date.

2.22 Investment Management

Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private

Placement Units substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held in the Trust

Account may be released under limited circumstances.

2.23 Rights Agreement.

The Company has entered into a rights agreement with the Trustee with respect to the Rights comprising part of the Units, the Placement

Rights and certain other rights that may be issued by the Company substantially in the form filed as an exhibit to the Registration Statement

(the “Rights Agreement”).

2.24 No Existing Non-Competition

Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer

which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration

Statement.

2.25 Investments. No

more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment

Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes

is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act)

or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.

2.26 Investment Company Act.

The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds

therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment company”

under the Investment Company Act.

2.27 Subsidiaries. The

Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.

2.28 Related Party Transactions.

No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is

required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus and the

Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses

in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors

of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Statutory Prospectus

and Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit,

in the form of a personal loan to or for any director or officer of the Company.

2.29 No Influence. The

Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully

influencing a journalist or publication to write or publish favorable information about the Company or any such affiliate.

2.30 Sarbanes-Oxley.

The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended,

and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory

entity or agency, that are applicable to it as of the date hereof.

2.31 Distribution of Offering

Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion

of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Statutory

Prospectus and the Prospectus, in each case as supplemented and amended.

2.32 New York Stock Exchange.

The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution,

on the New York Stock Exchange (“NYSE”), and the Company knows of no reason or set of facts that is likely to adversely affect

such authorization.

2.33 Board of Directors.

As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”

or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.”

As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply

with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of NYSE that are, in each case, applicable to the

Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley

Act of 2002 and the rules promulgated thereunder and the rules of NYSE.

2.34 Emerging Growth Company.

From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section

2(a) of the Act (an “Emerging Growth Company”).

2.35 No Disqualification

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

of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity

securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with

the Company in any capacity at the Applicable Time (each, a “Company Covered Person” and, together, “Company Covered

Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the

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

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

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

provided thereunder.

2.36 Free-Writing Prospectus

and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free

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

defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications

with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the

Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage

in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The

Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters

Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.

2.37 Dividends and Distributions.

Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of

the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Securities

may be paid by the Company to the holder thereof in United States dollars. No taxes, fees or charges (other than stamp duty) are payable

(by assessment, withholding, deduction or otherwise) to the government or other taxing authority in the Cayman Islands under the laws

of the Cayman Islands in respect of dividends and disbursements made to the holders of Securities.

3. Covenants of the Company.

The Company covenants and agrees as follows:

3.1 Amendments to Registration

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

any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment

or supplement to which the Representative reasonably objects in writing.

3.2 Federal Securities Laws.

3.2.1 Compliance. During

the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts to comply

with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act,

as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance

with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Public Securities

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

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

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

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

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

amendment or supplement in accordance with Section 10 of the Act.

3.2.2 Filing of Final Prospectus.

The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements

of Rule 424 of the Regulations.

3.2.3 Exchange Act Registration.

The Company will use its commercially reasonable efforts to maintain the registration of the Public Securities under the provisions of

the Exchange Act (except in connection with a going-private transaction) for a period of five (5) years from the Effective Date, or until

the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange

Act (except in connection with a going private transaction after the completion of a Business Combination) without the prior written consent

of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.

3.2.4 Exchange Act Filings.

From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the

Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such

statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.

3.2.5 Sarbanes-Oxley Compliance.

As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance

with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder and related or similar

rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

3.3 Free-Writing Prospectus.

The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus,

as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405.

3.4 Delivery to Underwriters

of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus

is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus

as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective,

deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective

amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents

of certified experts.

3.5 Effectiveness and Events

Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration Statement

to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the

Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus

or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or

state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in

any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the

Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or

request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of

the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making

of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances

under which they were made, not misleading in any material respect. If the Commission or any foreign or state securities commission shall

enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting

of such order.

3.6 Affiliated Transactions.

3.6.1 Business Combinations.

The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the

initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested

and independent directors (if there are any) approve such transaction.

3.6.2 Compensation to Insiders.

Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not pay any of the Insiders

or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection

with, the consummation of the initial Business Combination.

3.7 Reports to the Representative.

For a period of three (3) years from the Effective Date or until such earlier time upon which the Company (i) is required to be liquidated

or (ii) is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel copies

of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of

any class of its securities, and promptly furnish to the Underwriters, (i) a copy of each periodic report the Company shall be required

to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs

that was released by the Company, (iii) a copy of each Current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4 received or prepared

by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such

additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative

may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation FD compliant

confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s

receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system shall be deemed to have been

delivered to the Representative pursuant to this Section.

3.8 Transfer Agent. For

a period of three (3) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,

the Company shall retain a transfer agent acceptable to the Representative. Odyssey Transfer & Trust Company is acceptable to the

Representative.

3.9 Payment of Expenses.

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

Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited

to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including

the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and the Prospectus, including

any pre or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including

the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be

required by the Underwriters, (iii) the preparation, printing, engraving, issuance and delivery of the Units and the Ordinary Shares included

in the Units, including any transfer or other taxes payable thereon, (iv) filing fees incurred in registering the Offering with FINRA

and the reasonable fees of counsel of the Underwriters in connection therewith, (v) fees, costs and expenses incurred in listing the Securities

on NYSE or such other stock exchanges as the Company and the Underwriters together determine, (vi) all fees and disbursements of the transfer

agent, (vii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged

by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s

management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company

or such management, and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations

hereunder which are not otherwise specifically provided for in this Section 3.9. If the Offering is consummated, the Company shall reimburse

the Representative the expenses set forth above up to a maximum aggregate amount of $100,000, which amount may be deducted from the net

proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above up to a maximum aggregate accountable

expense allowance of $100,000, provided that such amount will be capped at $25,000 in the event the Offering is not consummated.

3.10 Application of Net Proceeds.

The Company will apply the net proceeds from the Offering and Private Placement and received by it in a manner consistent with the application

described under the caption “Use of Proceeds” in the Prospectus.

3.11 Delivery of Earnings

Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not

later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified

by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy

the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve (12) consecutive months beginning after

the Effective Date.

3.12 Notice to FINRA.

3.12.1 Notice to FINRA.

For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation

or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in

connection therewith, the Company will provide the following to the Representative prior to the consummation of the initial Business Combination:

(i) complete details of all services and copies of agreements governing such services; and (ii) explanation as to why the person or entity

providing the merger and acquisition services should not be considered a “Participating Member” with respect to the Offering,

as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such arrangement or

potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in

connection with the initial Business Combination.

3.12.2 FINRA. The Company

shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder of

the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.

3.12.3 Broker/Dealer.

In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become

a member of FINRA, it shall promptly notify FINRA.

3.13 Stabilization. Neither

the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken

and the Company will not take, and has directed its employees, directors and shareholders not to take, directly or indirectly, any action

designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise,

stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.

3.14 No Rule 462(b) Registration

Statement. The Company shall not file a registration statement pursuant to Rule 462(b) under the Act registering additional Public

Securities.

3.15 Intentionally Omitted.

3.16 Internal Controls.

The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are

executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order

to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets

is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets

is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.17 Accountants. Until

the earlier of five (5) years from the Effective Date or when the Company is required to be liquidated, the Company shall retain GuzmanGray

or another independent registered public accounting firm reasonably acceptable to the Representative.

3.18 Form 8-K. The Company

shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company

as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering

and the Private Placement. Within four (4) Business Days after the Closing Date, the Company shall use its commercially reasonable efforts

to file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.

Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and to the extent not reflected

in the Current Report on Form 8-K referenced in the immediate preceding sentence, the Company shall file with the Commission a Current

Report on Form 8-K or an amendment to the Form 8-K to disclose the exercise of such option.

3.19 Corporate Proceedings.

All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated

hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).

3.20 Investment Company.

The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust

Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject

to the Investment Company Act. Furthermore, once the Company consummates the initial Business Combination, it shall be engaged in a business

other than that of investing, reinvesting, owning, holding or trading securities.

3.21 Amendments to Charter

Document. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its

Charter Document, except in accordance with the procedures set forth therein. The Company acknowledges that the purchasers of the Public

Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.21.

3.22 Press Releases.

The Company agrees that it will not issue press releases or engage in any other publicity relating to the Offering or which includes the

name of any Underwriter, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of forty-five

(45) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases

or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior

written consent of such Underwriter.

3.23 Insurance. Until

the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company

is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation,

insurance covering the Company’s directors and officers for liabilities or losses arising in connection with this Offering, including,

without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities

laws).

3.24 Electronic Prospectus.

The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later

than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection

with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement

thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative,

that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period during which

a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper

prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically,

in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description

or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic

format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus

at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for

on-line time).

3.25 Private Placement Proceeds.

On the Closing Date, the Company shall cause to be deposited proceeds from the Private Placement into the Trust Account, or such other

amount such that the amount of the funds in the Trust Account shall be $10.05 per Ordinary Share sold in the Offering. On the Option Closing

Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Private Placement Units sold

on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.05 per Ordinary Share

sold in the Offering.

3.26 Future Financings.

The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt

financing prior to the consummation of the initial Business Combination, unless all investors in such financing expressly waive, in writing,

any rights in or claims against the Trust Account.

3.27 Amendments to Agreements.

The Company shall not amend, modify or otherwise change the Trust Agreement, the Rights Agreement, the Registration Rights Agreement,

the Purchase Agreements, the Services Agreement, or the Insider Letter without the prior written consent of the Representative, which

consent shall not be unreasonably delayed, conditioned or withheld by the Representative.

3.28 NYSE. Until the

consummation of the initial Business Combination, the Company will use its commercially reasonable efforts to maintain the listing of

the Public Securities on NYSE or a national securities exchange acceptable to the Representative.

3.29 Reservation of Shares.

The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exchange

of the Rights and Placement Rights outstanding from time to time.

3.30 Notice of Disqualification

Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating

to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any

Company Covered Person.

3.31 Disqualification of

S-1. Until the earlier of seven (7) years from the date hereof or until the Rights have either expired and are no longer exchangeable

or have all been exchanged or the Company has earlier liquidated and dissolved, the Company will not take any action or actions that prevent

or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon

exchange of the Rights under the Act.

3.32 Emerging Growth Company

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

to the earlier of five (5) years after the consummation of the Company’s initial Business Combination, or the liquidation of the

Trust Account if the initial Business Combination is not consummated as required by its Charter Document (the “Termination Date”).

3.33 Review of Financial

Statements. Until the earlier of (i) five (5) years from the Effective Date or (ii) either (A) the consummation of the initial Business

Combination (if the Company is not a public company as a result of the initial Business Combination) or (B) the liquidation of the Trust

Account if the initial Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly

engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first

three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly

report.

3.34 Right of First Refusal.

The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, the Company shall grant

Representative the right of first refusal to act as the sole underwriter and sole book-running managing underwriter, or sole placement

agent, for any and all future public and private equity, equity-linked and debt offerings of the Company, or any successor to or any subsidiary

of the Company. The right of first refusal shall commence on the Closing Date and terminate on the fifteen (15) month anniversary of the

closing of the initial Business Combination. Notwithstanding the foregoing, in accordance with FINRA Rule 5110(g)(6), such right of first

refusal shall not have a duration of more than three (3) years from the commencement of sales of the Offering. If the Representative fails

to accept an offer within five (5) Business Days after the mailing of a notice containing the material terms of a proposed financing by

registered mail or overnight courier service addressed to the Representative, then the Representative shall have no further claim or right

with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified

in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had

not been made. The Representative’s failure to exercise its preferential right with respect to any particular proposal shall not

affect its preferential rights relative to future proposals.

3.35 Tail Fee. If, within

twelve (12) months following the earlier of (i) the Closing Date or (ii) the termination or expiration of the Representative’s engagement

pursuant to the engagement letter entered into by and among the Company, the Sponsor and the Representative, dated as of January 5, 2026,

as amended on April 15, 2026 (other than for cause as defined in FINRA Rule 5110(g)(5)(B)), the Company completes any financing of equity,

equity-linked, convertible debt or any other capital raising activity (other than the exercise by any person or entity of any options,

warrants or other convertible securities) with any investor originally introduced to the Company by the Representative between January

5, 2026, and April 30, 2026, and disclosed to the Company in writing, then the Company shall pay to the Representative a fee consisting

of (a) 0.9% of the gross proceeds received from such investors upon the closing of such financing in cash, and (b) a number of Class A

ordinary shares equal to 4.5% of the gross proceeds received from such investors upon the closing of such financing.

3.36 Obligations in Connection

with Business Combination. If, following the Closing Date, the Representative is engaged by the Company as a financial advisor, consultant,

placement agent, underwriter, or similar role in connection with its initial Business Combination:

3.36.1 Prior to entering into

any definitive agreement with respect to the initial Business Combination and until such time as such Business Combination is consummated:

(a) The Company will furnish

or arrange to have furnished to the Representative all information concerning the Company, the target business of such proposed initial

Business Combination, any entity that succeeds or will succeed the Company as a public company in connection with the initial Business

Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”)

and the proposed initial Business Combination that the Representative deems appropriate and will provide the Representative with access

to the Company’s officers, directors, employees, affiliates, appraisers, independent accountants, financial advisors, legal counsel

and other agents, consultants and advisors (“Registrant Representatives”) and properties of any Registrant as requested by

the Representative. The Company shall take all reasonable steps requested by the Representative to ensure that each Registrant and each

of the Registrant Representatives cooperate fully with all requests by the Representative for such information and access.

(b) The Company agrees to

notify the Representative with respect to, and to permit the Representative, at their request, to participate in all diligence sessions

with any Registrant or its Registrant Representatives and all drafting sessions in respect of any registration

statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation,

any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, related to or

in connection with the initial Business Combination (“Business Combination Securities Disclosure Documents”).

drafts of all Business Combination Securities Disclosure Documents to the Representative and their legal counsel reasonably in advance

of the filing of any Business Combination Securities Disclosure Document with the Commission or the circulation of any Business Combination

Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and their legal counsel a reasonable

time to request changes determined by them to be necessary or appropriate to such Business Combination Securities Disclosure Document

before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any document (including,

without limitation, any Business Combination Securities Disclosure Documents), the issuance of any press release or the publication of

any other communication in any form, in each case relating to the issuance of Business Combination securities, without the prior written

consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.

3.36.2 Notwithstanding any

provision to the contrary herein, in connection with any Business Combination, the Company shall use its commercially reasonable efforts

to (i) require counsel to the Company and the Registrant to provide customary negative assurance letters to the Representative as of the

consummation of the initial Business Combination in form and substance reasonably satisfactory to the Representative, (ii) require the

accounting firm or firms that have audited any financial statements set forth in any Business Combination Securities Disclosure Document

to provide customary “comfort letters” to the Representative pursuant to AU 634 of the Public Company Accounting Oversight

Board as of the effectiveness of any Business Combination Securities Disclosure Document that was filed with, and declared effective by,

the Commission, and as of the consummation of the initial Business Combination, (iii) require the Target Business to deliver certificates

executed by the management of the Target Business as reasonably requested by the Representative, and (iv) take any other actions reasonably

requested by the Representative. The Company agrees that it shall be responsible for the payment of all costs associated therewith and

shall promptly reimburse the Representative for all out-of-pocket costs and expenses reasonably incurred by the Representative in connection

with the foregoing, including the reasonable cost of any counsel retained by the Representative as they may deem necessary or desirable.

3.36.3 In

connection with the initial Business Combination, to the extent the Company retains services (the “Fairness Opinion Provider”)

to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view,

of the initial Business Combination to the Company and its unaffiliated shareholders based upon, among other things, a financial review

of the Target Business and its business and operations, the Company shall disclose in reasonable detail in a Business Combination Securities

Disclosure Document the results of that report and, as necessary or appropriate, a copy of that report. Each Registrant shall provide

the Fairness Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably

necessary and appropriate in connection with the preparation of its Fairness Opinion.

3.36.4 In connection with

the initial Business Combination, the Company will engage an investigative search firm to conduct an investigation of the directors and

executive officers of the Target Business and shall provide copies of the search reports to the Representative.

3.36.5 Prior to the consummation

of the initial Business Combination, if such Business Combination does not directly or indirectly provide for the assumption of the Company’s

obligations hereunder and the Company is not and will not be the surviving public company of such Business Combination, the Company shall

use its commercially reasonable efforts to ensure that each Target Business or other Registrant agrees to execute and deliver to the Representative

a joinder agreement, in form and substance reasonably satisfactory to the Representative (such satisfaction not to be unreasonably withheld,

delayed or conditioned), pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the

terms and conditions of this Agreement that remain in full force and effect after consummation of the initial Business Combination. In

addition, in connection with the initial Business Combination, the Company will, and will use its commercially reasonable efforts to cause

each Registrant to, comply with the obligations and covenants of the Company set forth in this Agreement that then remain in full force

and effect and comply in all material respects with all laws, rules and regulations applicable either to any Registrant and its business

activities or to the initial Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation

of the initial Business Combination.

3.36.6 To the extent that

the Representative determines, in its sole judgment, that the Underwriters are required to make any filing with FINRA other than in connection

with the Offering or otherwise to comply with FINRA rules in connection with the initial Business Combination, the Company shall, upon

the reasonable request of the Underwriters accompanied by a reasonable explanation of the applicable requirement(s), provide all necessary

cooperation to the Representative and shall provide or cause to be provided to the Representative all information that the Representative

deems necessary in order to make any such filings and in order to comply with FINRA rules. The Company shall be responsible for the fees

and expenses of the Representative in connection with such filings, including the reasonable fees and expenses of counsel in an amount

mutually agreed upon by the parties, and all filing fees associated therewith.

3.36.7 The Company acknowledges

and agrees that nothing in this Section 3.36 shall be interpreted to obligate the Underwriters to take any action, or to refrain from

taking any action, in connection with the initial Business Combination and any such actions will be undertaken by each Underwriter, in

respect of itself, in its sole discretion and may be governed by a separate, definitive written agreement between such Underwriter and

the Company or another Registrant as such parties may mutually agree.

4. Conditions of Underwriters’

Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing

accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option

Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance

by the Company of its obligations hereunder and to the following conditions:

4.1 Regulatory Matters.

4.1.1 Effectiveness of

Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the date

of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date

and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings

for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission

for additional information shall have been complied with to the reasonable satisfaction of McDermott.

4.1.2 FINRA Clearance.

By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the underwriting terms and arrangements

and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3 No Commission Stop

Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened to issue any order

preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the

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

4.1.4 NYSE. The Public

Securities shall have been approved for listing on NYSE, subject to official notice of issuance and evidence of satisfactory distribution,

satisfactory evidence of which shall have been provided to the Representative.

4.2 Company Counsel Matters.

4.2.1 Closing Date and

Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received

the favorable opinions and negative assurance statements of Ellenoff Grossman & Schole LLP and the opinion of Appleby (Cayman) Ltd.,

dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several

Underwriters and in form and substance reasonably satisfactory to the Representative and McDermott.

4.2.2 Reliance. In

rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written

statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the

corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to

the Representative’s counsel if requested.

4.3 Comfort Letter. At

the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a

letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all respects

(including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative from

GuzmanGray dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:

4.3.1 Confirming that they

are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that they have

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

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

Act;

4.3.2 Stating that in their

opinion the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus comply

as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;

4.3.3 Stating that, on the

basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an

indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the

shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees

of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their

attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement,

the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements

of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that

of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus,

or (b) at a date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change

in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with

amounts shown in the February 20, 2026 balance sheet included in the Registration Statement, the Statutory Prospectus and the Prospectus,

other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or, if there was

any decrease, setting forth the amount of such decrease, and (c) during the period from February 20, 2026 to a specified date immediately

prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there were any changes in revenues, net earnings

(losses) or net earnings (losses) per Ordinary Share, in each case as compared with the Statement of Operations for the period from January

19, 2026 (inception) through February 20, 2026 included in the Registration Statement, the Statutory Prospectus and the Prospectus, or,

if there was any such change, setting forth the amount of such change;

4.3.4 Setting forth, at a

date not later than five (5) days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial

papers and notes payable to banks);

4.3.5 Stating that they have

compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information

pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus in each case to the extent

that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work

sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application

of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with

generally accepted auditing standards) set forth in the letter and found them to be in agreement;

4.3.6 Stating that they have

not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related

to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control

Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and

4.3.7 Statements as to such

other matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request, including:

(i) that GuzmanGray is registered with the Public Company Accounting Oversight Board; (ii) that GuzmanGray has sufficient assets and insurance

to pay for any liability incurred by it relating to providing the letter; and (iii) that GuzmanGray is not insolvent.

4.4 Officers’ Certificates.

4.4.1 Officers’ Certificate.

At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed

by the Chief Executive Officer and by the Chief Financial Officer (in their capacities as such), dated the Closing Date or the Option

Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions

required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing

Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing

Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof

are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company

(in their capacities as such) as the Representative may reasonably request.

4.4.2 Director’s

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate

of the Company signed by a Director of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying

(i) that the Charter Document are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions

of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect

and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the

Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (v) as

to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

4.5 No Material Changes.

Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no Material Adverse Change or

development involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise,

of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no

action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by

any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding

may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the

Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall

have been initiated or, to the Company’s knowledge, threatened by the Commission, and (iv) the Registration Statement, the Statutory

Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be

stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act

and the Regulations, and neither the Registration Statement, the Statutory Prospectus nor the Prospectus nor any amendment or supplement

thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

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

4.6 Delivery of Agreements.

On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

4.7 Private Placement Units.

On the Closing Date and the Option Closing Date, as applicable, the Private Placement Units have been purchased as provided for in the

Purchase Agreements and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited

into the Trust Account.

5. Indemnification and

Contribution.

5.1 Indemnification.

5.1.1 Indemnification of

the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,

members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the

meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:

(a) against any and all loss,

liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission

therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out

of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory Prospectus, any

Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission

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

not misleading;

(b) against any and all loss,

liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section

5.1(c)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned

or withheld; and

whatsoever, as reasonably incurred (including the fees and disbursements of counsel), in investigating, preparing or defending against

any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based

upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that

any such expense is not paid under (a) or (b) above; provided, however, that this indemnity agreement shall not apply to any loss, liability,

claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely

in reliance upon and in conformity with the Underwriters’ Information.

5.1.2 Indemnification of

the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,

and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company

within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and

expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or

alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any

Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity

with the Underwriters’ Information.

5.1.3 Notifications and

Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly

after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying

party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all

papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that

it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified

party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of

substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for

the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party

will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at

the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by

the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses

available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C)

a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying

party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified

party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory

to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of

which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.

It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same

jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in

such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other

charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable

for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written

consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action

or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless

such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance

reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim

and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified

party.

5.1.4 Settlement Without

Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated

by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt

by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement

at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such

indemnified party in accordance with such request prior to the date of such settlement.

5.2 Contribution. In

order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company

or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including

any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,

suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to

reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received

by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds

from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters

(before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing

sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect

not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and

the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense

or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative

fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission

or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties

and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and

the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by

pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.

The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect

thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent

with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required

to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning

of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters

or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer

of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to

the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such

party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom

contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought

from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party

materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered

into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled

without its written consent if such consent is required pursuant to Section 5.1.3.

6. Default by an Underwriter.

6.1 Default Not Exceeding

10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if

the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units

that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting

Underwriters in proportion to their respective commitments hereunder.

6.2 Default Exceeding 10%

of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative

may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the

terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative

do not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within

which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that

neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section

6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided

in Sections 3.9, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein

shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned

by its default hereunder.

6.3 Postponement of Closing

Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are

to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing

Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be

made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and

the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case

may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party

to this Agreement with respect to such securities.

7. Additional Covenants.

7.1 Additional Shares or

Options. The Company hereby agrees that until the consummation of the initial Business Combination, it shall not issue any Ordinary

Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company

which participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on the initial Business Combination.

7.2 Trust Account Waiver

Acknowledgments. The payments payable by the Company as set forth in the service agreements with vendors and service providers have

been or are expected to be paid off by the Company upon or promptly following the Closing Date. To the extent that (i) any remaining payments

payable in excess of $50,000 in aggregate are in existence four (4) Business Days following the Closing Date or (ii) the Company shall

incur additional payments under existing service agreements following the Closing Date, the Company will use commercially reasonable efforts

to obtain trust waivers from current vendors and service providers. The Company hereby agrees that it will use its commercially reasonable

efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor

to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other

similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read

the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $150,750,000 (without giving

effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the

interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public

Shareholders in the event they elect to redeem Ordinary Shares contained in the Public Securities in connection with the consummation

of the initial Business Combination, (ii) to the Public Shareholders if the Company fails to consummate the initial Business Combination

within the time period set forth in the Charter Document, (iii) to the Public Shareholders in connection with a shareholder vote to amend

the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included

in the Public Securities if the Company has not consummated the initial Business Combination within the period of time provided in the

Charter Document or with respect to any other material provisions relating to the rights of the holders of Ordinary Shares or pre- Business

Combination activity; or (iv) to the Company after or concurrently with the consummation of the initial Business Combination and (b) for

and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating the initial Business Combination

with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does

not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any

Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will

not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached

hereto as Exhibits A and B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval

of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

7.3 Insider Letter. The

Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments

to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably

delayed, conditioned or withheld by the Representative.

7.4 Rule 419. The Company

agrees that it will use its commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act prior

to the consummation of any Business Combination, including but not limited to using its commercially reasonable efforts to prevent any

of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the

Exchange Act during such period.

7.5 Tender Offer Documents,

Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed by the Representative)

with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with

the initial Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its

EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish

any other state in which its initial public offering was registered, such information as may be requested by such state.

7.6 Emerging Growth Company.

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

of the distribution of the Public Securities within the meaning of the Act.

7.7 Target Fair Market Value.

The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the

Trust Account at the time of signing the definitive agreement for the initial Business Combination with such Target Business (excluding

taxes payable). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards

generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of

Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the

Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value

if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

8. Representations and

Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained

in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,

if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters,

the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities

to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of

the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate

and be of no further force and effect.

9. Effective Date of This

Agreement and Termination Thereof.

9.1 Effective Date. This

Agreement shall become effective as of the date first written above.

9.2 Termination. The

Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international

event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially

disrupt, general securities markets in the United States, or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select

Market, the Nasdaq Global Market, or the Nasdaq Capital Market shall have been suspended, or minimum or maximum prices for trading shall

have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall

have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United

States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been

declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially

adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident,

hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will,

in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is

in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become

aware after the date hereof of such a Material Adverse Change in the conditions of the Company, or such adverse material change in general

market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s

sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made

by the Underwriters for the sale of the Public Securities.

9.3 Expenses. In the

event that this Agreement shall not be carried out for any reason whatsoever, except as a result of the any Underwriters’ breach

or default with respect to any of its material obligations pursuant to this Agreement or with respect to a termination pursuant to Section

9.2(i) to (vi) hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of

the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.9 hereof,

and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any provisions

of this Agreement.

9.4 Indemnification.

Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether

or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination

or failure to carry out the terms of this Agreement or any part hereof.

10. Miscellaneous.

10.1 Notices. All communications

hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight

courier or delivered by electronic transmission and confirmed and shall be deemed given when so emailed or delivered or if mailed, two

days after such mailing.

If to the Representative:

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Attn: James Siegel, General Counsel

Email:

Copy (which copy shall not constitute notice)

to:

McDermott Will & Schulte LLP

333 SE 2nd Avenue, Suite 4500

Miami, FL 33131

Attn: Robert Cohen

Email:

If to the Company:

Disciplined Growth Acquisition Corporation

169 Rockaway Avenue

Garden City, NY 11530

Attn: Robert Wotczak, Chief Executive Officer

Email:

Copy (which copy shall not constitute

notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Barry I. Grossman, David E.

Fleming

Email:

10.2 Headings. The headings

contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation

of any of the terms or provisions of this Agreement.

10.3 Amendment. This

Agreement may only be amended by a written instrument executed by each of the parties hereto.

10.4 Entire Agreement.

This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute

the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and

understandings of the parties, oral and written, with respect to the subject matter hereof.

10.5 Binding Effect.

This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Selected Dealers,

the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof,

and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or

equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors

and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.

10.6 Waiver of Immunity.

To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder,

to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of

execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder

and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the

Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.

10.7 Submission to Jurisdiction.

Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State or United States

Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to

this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the

Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter

have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or

proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company

or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage

prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal

and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives,

to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding

the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that

prevailing party(ies) in any such action shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating

to such action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such

action or proceeding.

10.8 Governing Law. This

Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect

to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

10.9 Execution in Counterparts.

This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which

shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective

when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery

of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

10.10 Waiver. The failure

of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver

of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties

hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of

any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against

whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed

or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

10.11 No Fiduciary Relationship.

The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial

transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and with the

process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii)

the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated

hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on

other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do

the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors

or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this offering

of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial

advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company,

either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company

hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered

advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or

the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment

with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,

including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute

advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that

the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company

in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

[Remainder of page intentionally left blank]

If the foregoing correctly sets forth the understanding

between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall

constitute a binding agreement between us.

Very truly yours,

DISCIPLINED GROWTH ACQUISITION CORPORATION

By:

/s/ Robert Wotczak

Name:

Robert Wotczak

Title:

Chief Executive Officer

Accepted on the date first above written.

MAXIM GROUP LLC,

as Representative of the several Underwriters

By:

/s/ Larry Glassberg

Name:

Larry Glassberg

Title:

Co-Head of Investment Banking

[Signature Page to Underwriting Agreement]

SCHEDULE A

DISCIPLINED GROWTH ACQUISITION CORPORATION

15,000,000 Units

Underwriters

Number of

Firm Units

to be Purchased

Maxim Group LLC

15,000,000

Total

15,000,000

SCHEDULE B

EXHIBIT A

FORM OF TARGET BUSINESS LETTER

DISCIPLINED

GROWTH ACQUISITION CORPORATION

Ladies and Gentlemen:

Reference is made to the Final

Prospectus of DISCIPLINED GROWTH ACQUISITION CORPORATION (the “Company”), dated

as of [______], 2026 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned

to them in Prospectus.

We have read the Prospectus

and understand that the Company has established the Trust Account, initially in an amount of at least $150,750,000 for the benefit of

the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may

disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection

with the consummation of the initial Business Combination, (ii) to the Public Shareholders if the Company fails to consummate the initial

Business Combination within the required time period set forth in its Memorandum and Articles of Association, as amended and/or restated

from time to time (the “Charter Document”), (iii) to the Public Shareholders in connection with a shareholder vote to amend

the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Ordinary Shares

included in the Public Securities if the Company has not consummated the initial Business Combination within the period of time provided

in the Charter Document or with respect to any other material provisions relating to the rights of the holders of Class A Ordinary Shares

or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of the initial Business Combination.

For and in consideration of

the Company agreeing to evaluate the undersigned for purposes of consummating the initial Business Combination with it, the undersigned

hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a

“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

Print Name of Target Business

Authorized Signature of Target Business

EXHIBIT B

FORM OF VENDOR LETTER

DISCIPLINED

GROWTH ACQUISITION CORPORATION

Ladies and Gentlemen:

Reference is made to the Final

Prospectus of DISCIPLINED GROWTH ACQUISITION CORPORATION (the “Company”), dated

as of [_______], 2026 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings

assigned to them in Prospectus.