Form 8-K

8-K — Mercator Acquisition Corp.

Accession: 0001213900-26-078814

Filed: 2026-07-17

Period: 2026-07-08

CIK: 0002106436

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298187-8k_mercator.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND CLEAR STREET LLC (ea029818701ex1-1.htm)

EX-3.1 — AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (ea029818701ex3-1.htm)

EX-4.1 — WARRANT AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (ea029818701ex4-1.htm)

EX-10.1 — INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE (ea029818701ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JULY 8, 2026, BY AND AMONG THE COMPANY, THE SPONSOR AND THE UNDERWRITER (ea029818701ex10-2.htm)

EX-10.3(A) — PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND THE SPONSOR (ea029818701ex10-3a.htm)

EX-10.3(B) — PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND THE UNDERWRITER (ea029818701ex10-3b.htm)

EX-10.4 — LETTER AGREEMENT, DATED JULY 8, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS, ITS DIRECTORS AND THE SPONSOR (ea029818701ex10-4.htm)

EX-10.5 — ADMINISTRATIVE SUPPORT AGREEMENT, DATED JULY 8, 2026, BETWEEN THE COMPANY AND THE SPONSOR (ea029818701ex10-5.htm)

EX-10.6 — ZENITH AGREEMENT, DATED JULY 8, 2026, BETWEEN COMPANY AND ZENITH SECURITIES, LLC (ea029818701ex10-6.htm)

EX-10.7 — FOUNDER SHARE TRANSFER AGREEMENT, DATED JULY 8, 2026 BETWEEN SPONSOR AND CLEAR STREET LLC (ea029818701ex10-7.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 8, 2026 (ea029818701ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED JULY 10, 2026 (ea029818701ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0298187-8k_mercator.htm · Sequence: 1

false

--12-31

0002106436

2026-07-08

0002106436

MRCOU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnefourthOfOneRedeemableWarrantMember

2026-07-08

0002106436

MRCOU:ClassOrdinarySharesParValue0.0001PerShareMember

2026-07-08

0002106436

MRCOU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtPriceOf11.50PerShareMember

2026-07-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 16, 2026 (July 8, 2026)

Mercator Acquisition Corp.

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43389

98-1905384

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

85 Washington St, 1F

Stamford, CT 06902

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (203) 930-2200

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-fourth of one Redeemable Warrant

MRCOU

The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share

MRCO

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share

MRCOW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 10, 2026, Mercator

Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 17,250,000

units, including 2,250,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option (the “Units”).

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

of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase

one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company

of $172,500,000.

In 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. 333-293902) related to the IPO, originally

filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 2, 2026 (as amended, the “Registration

Statement”):

● An Underwriting Agreement, dated July 8, 2026, by and among

the Company, Clear Street LLC (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and incorporated

herein by reference.

● A Warrant Agreement, dated July 8, 2026, by and between the

Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated

herein by reference.

● An Investment Management Trust Agreement, dated July 8, 2026,

by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1

hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated July 8, 2026, by and

among the Company, the Company’s sponsor, Mercator Investor Holdings, LLC (the “Sponsor”) and the Underwriter,

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

● A Private Placement Warrants Purchase Agreement, dated July

8, 2026 (the “Sponsor Warrant Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is

attached as Exhibit 10.3(a) hereto and incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement, dated July

8, 2026 (the “Underwriter Warrant Purchase Agreement,” and together with the Sponsor Warrant Purchase Agreement, the

“Warrant Purchase Agreements”), by and between the Company and the Underwriter, a copy of which is attached as Exhibit

10.3(b) hereto and incorporated herein by reference.

● A Letter Agreement, dated July 8, 2026, by and among the

Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

●

An Administrative Support Agreement, dated July 8, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

●

A Zenith Advisory Agreement, dated July 8, 2026, by and among the Company and Zenith Securities, LLC, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

●

A Founder Share Transfer Agreement, dated July

8, 2026 between Sponsor and Clear Street LLC., a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing

of the IPO, pursuant to the Warrant Purchase Agreements, the Company completed the private sale of an aggregate of 4,500,000 warrants

(the “Private Placement Warrants”) to the Sponsor and the Underwriter at a purchase price of $1.00 per Private Placement

Warrant, generating gross proceeds to the Company of $4,500,000. The Private Placement Warrants are identical to the Warrants included

in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts

or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

The Company’s Amended

and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) was approved on July 8, 2026. A

description of the Memorandum and Articles is contained in the section of the prospectus, dated July 8, 2026 pursuant to Rule 424(b) under

the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein

by reference. The description is qualified in its entirety by reference to the full text of the Memorandum and Articles, which is attached

as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 8.01. Other Events.

A total of $172,500,000 of

the proceeds from the IPO (which amount includes $7,350,000 of the underwriter’s deferred discount) was placed in a U.S.-based trust

account maintained by Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the

funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay 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 any of the Company’s public shares properly submitted in

connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance

or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination

within 18 months from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial

business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business

combination within 24 months from the closing of the IPO, subject to applicable law.

On July 8, 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.

On July 10, 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 July 8, 2026, by and between the Company and Clear Street LLC

3.1

Amended and Restated Memorandum and Articles of Association.

4.1

Warrant Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

10.1

Investment Management Trust Agreement, dated July 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.2

Registration Rights Agreement, dated July 8, 2026, by and among the Company, the Sponsor and the Underwriter.

10.3(a)

Private Placement Warrants Purchase Agreement, dated July 8, 2026, by and between the Company and the Sponsor.

10.3(b)

Private Placement Warrants Purchase Agreement, dated July 8, 2026, by and between the Company and the Underwriter.

10.4

Letter Agreement, dated July 8, 2026, by and among the Company, its officers, its directors and the Sponsor.

10.5

Administrative Support Agreement, dated July 8, 2026, between the Company and the Sponsor.

10.6

Zenith Agreement, dated July 8, 2026, between Company and Zenith Securities, LLC

10.7

Founder Share Transfer Agreement, dated July 8, 2026 between Sponsor and Clear Street LLC.

99.1

Press Release, dated July 8, 2026.

99.2

Press Release, dated July 10, 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.

Mercator Acquisition Corp.

By:

/s/ Shawn Matthews

Name:

Shawn Matthews

Title:

Chairman and Chief Executive Officer

Dated: July 16, 2026

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 8, 2026, BY AND BETWEEN THE COMPANY AND CLEAR STREET LLC

EX-1.1

Filename: ea029818701ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION

COPY

MERCATOR ACQUISITION

CORP.

UNDERWRITING AGREEMENT

New York, New York

July 8, 2026

Clear Street LLC

4 World Trade Center

150 Greenwich St., Floor 45 New York, NY 10007

As Representative of the Underwriters

named on Schedule

A hereto

Ladies and Gentlemen:

Mercator Acquisition

Corp., a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street 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 herein

set forth, 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

and the Deferred Underwriting Commission described in Section 1.3 below) of $9.40 per Firm Unit. The Firm Units are to be offered initially

to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary

share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrant(s)”)

to purchase one Ordinary Share. The Ordinary Shares and Warrants included in the Units (as defined below) will trade separately on the

52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding

the immediately preceding sentence, in no event will the Ordinary Shares and Warrants included in the 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 Warrant Private Placement (as

defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the

Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed

with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin.

1.1.2 Payment

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

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

shall be agreed upon by the Representative and the Company, at the offices of Loeb & Loeb LLP, counsel to the Underwriters

(“Loeb”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of

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

Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company

for the Firm Units and the sale of Placement Warrants (as defined in Section 1.5.3) 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 Continental Stock Transfer & Trust Company (“CST”). The funds

deposited in the Trust Account shall include an aggregate of $6,000,000 ($0.40 per Firm Unit), payable to the Underwriters as

Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense

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

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

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

registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1)

full Business Day prior to the Closing Date. 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 the Initial Shareholders (defined below to the extent such Initial Shareholders 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. For purposes of this Agreement, “Initial Shareholders” shall mean the Sponsor (as defined

in Section 1.5.1 hereof) and any other directors or holders of Founder Shares (as defined in Section 1.5.1 hereof) prior to the

Offering (or their permitted transferees).

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, at the Representative’s election, be purchased for each account of the several Underwriters

in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears

to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option

Units are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares and Warrants included in

the Units, and the Ordinary Shares issuable upon exercise of the Warrants (as defined in Section 1.4 below), 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 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 can include 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 Loeb or at such other place (including remotely by facsimile or other electronic transmission) as

shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the

Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company

will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters

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

1.2.3 Payment

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

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

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

Units (or through the facilities of DTC) for the account of the Representative. The amount to be deposited in the Trust Account will

include $0.60 per Option Unit (up to $1,350,000), payable to the Underwriters, as Deferred Underwriting Commission, in accordance

with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in such denominations and

registered in such names as the Representative requests in writing not less than two full Business Days prior to the Closing Date or

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

at the aforesaid office of the Company’s transfer agent or correspondent not less than one 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 Deferred

Underwriting Commission. The Underwriters agree that 4.0% of the gross proceeds from the sale of the Firm Units ($6,000,000) and

6.0% of the gross proceeds from the sale of the Option Units (up to $1,350,000), if any (collectively, the “Deferred

Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account,

without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s initial Business

Combination (as defined below). In the event that the Company is unable to consummate a Business Combination and CST, as the trustee

of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the

Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission;

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

on a pro-rata basis among the Public Shareholders. As used herein, the term “Business Combination” shall mean a merger,

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

more businesses or entities as defined in the Company’s Memorandum and Articles of Association as the same may be amended from

time to time. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission

on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on

behalf of itself and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be

fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date

or Option Closing Date without any further conditions, except as otherwise described herein. Notwithstanding anything to the

contrary in this Agreement, each Underwriter may at any time prior to the consummation of the Business Combination and in its sole

and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting

Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting

Commission upon the consummation of the Business Combination. For the avoidance of doubt, any such election by an Underwriter shall

be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting

Commission or to any other right such Underwriter may have under this Agreement. The Representative on behalf of itself and the

Underwriters further agrees that 2.0% of the Deferred Underwriting Commission payable from the sale of the Firm Units ($3,000,000)

and the Option Units (up to $450,000), if any, will be based on and paid out of funds available in the Trust Account after giving

effect to the exercise of redemption rights of the Public Shareholders.

1.4 Private Placements.

1.4.1 Founder

Shares. On December 16, 2025, the Company issued 8,433,333 Class B ordinary shares (the “Class B Ordinary Shares”)

to Mercator Investor Holdings, LLC (the “Sponsor”) for an aggregate purchase price of $25,000. On February 20, 2026 the

Company issued an additional 191,667 Class B Ordinary Shares, pursuant to a recapitalization. On March 18, 2026, the Company issued

an additional 191,667 Class B Ordinary Shares pursuant to a recapitalization. On April 17, 2026, the Company surrendered 3,833,333

Class B Ordinary Shares pursuant to a recapitalization, resulting in the Sponsor holding 5,750,000 Class B Ordinary Shares (the

“Founder Shares”) on the date hereof. 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 Initial Shareholders until the earlier of (A) six months after the consummation

of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Ordinary

Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business

Combination, and (B) the date following the consummation of the initial Business Combination, if the Company completes a

liquidation, merger, stock exchange or other similar transaction after the initial 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. The Founder

Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1

herein).

1.4.2 The

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

event the Company fails to consummate a Business Combination within 18 months from the closing of the Offering. 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 shares of the Company after giving effect to the Offering

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

1.4.3 Warrant

Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from

the Company pursuant to the Purchase Agreements (as defined in Section 2.24.2 below) an aggregate of 4,500,000 warrants of the Company

(2,625,000 warrants to be purchased by the Sponsor and 1,575,000 warrants to be purchased by the Underwriters) each exercisable to purchase

one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,500,000 in the aggregate (collectively, the “Placement

Warrants”), in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the

Act pursuant to Section 4(a)(2) of the Act. The Underwriters agree to purchase Placement Warrants consistent with their pro rata allocation

of the Offering. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Certain proceeds

from the sale of the Placement Warrants shall be deposited into the Trust Account. None of the Placement Warrants (or underlying Ordinary

Shares) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after

consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Warrants and the underlying Ordinary

Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement will be deemed compensation by the Financial Industry

Regulatory Authority (“FINRA”) and will therefore be subject to lock-up, in addition to the restrictions on transfer set forth

in the immediately preceding sentence, for a period of one hundred and eighty (180) days immediately following the commencement of sales

of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the

underlying shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned,

pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result

in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the

commencement of sales of the Offering, except to any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15) (a

“Participating Member”) and the officers, partners, registered persons or affiliates thereof, if all securities so transferred

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

The purchase price

for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold

in a separate account at least 24 hours 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.

1.4.4 The

Placement Warrants and the Ordinary Shares issuable upon exercise of such warrants are hereinafter referred to collectively as the “Placement

Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement

Securities sold in the Warrant Private Placement. The Public Securities, the Placement Securities and the Founder Shares are hereinafter

referred to collectively as the “Securities.”

1.5 Working

Capital. Upon consummation of the Offering and the Private Placement, it is intended that approximately $750,000 of the net proceeds

from the sale of Units and Placement Warrants will be released to the Company and held outside of the Trust Account to fund the working

capital requirements of the Company.

1.6 Interest

Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned

on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to

(i) fund working capital requirements, subject to an annual limit of $150,000 (plus the rollover of unused amounts from prior

years), (ii) pay any taxes payable by the Company (which shall exclude any 1% U.S. federal excise tax on stock repurchases under the

Inflation Reduction Act of 2022 that is imposed on the Company, if any), which shall not be subject to the $150,000 annual

limitation described in the foregoing, and (iii) pay up to $100,000 for dissolution expenses, all as more fully described in the

Prospectus.

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. 333-293902),

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 Public Securities

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, together

with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the

“Rule 462(b) Registration Statement”), 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 4:45 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 July 2, 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 providing for the registration

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

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

on the date hereof and the Units, the Ordinary Shares and the Warrants have been registered pursuant to Section 12(b) of the Exchange

Act.

2.1.3 No

Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or

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

Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s

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

2.2 Disclosures in Registration Statement.

2.2.1 10b-5

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

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

Statement, the 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

the 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 the 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 the light of the

circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to

statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect

to the Underwriters by the Underwriters expressly for use in the Registration Statement, the 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 number of Units being purchased by each Underwriter, information

regarding selling concessions to dealers, the information with respect to stabilization transactions contained in the section entitled

“Underwriting - Stabilization” 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 and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry,

the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,

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

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

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

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

neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or default

thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time or

the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming

reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a

violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic

or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating

to environmental laws and regulations.

2.2.3 Prior

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

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

except as disclosed in the Registration Statement.

2.2.4 Regulations.

The disclosures in the Registration Statement, the 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 the light of the circumstances in which they were made, not misleading.

2.3 Changes After Dates in Registration Statement.

2.3.1 No

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

Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition,

financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company,

other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of

Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which

materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors

or management to act in their capacities with the Company as described in the Registration Statement, the 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

Accountants. WithumSmith+Brown, PC (“Withum”) whose report is filed with the Commission as part of, and is included in,

the Registration Statement, the Statutory Prospectus, and the Prospectus, are 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, assuming reasonable inquiry, Withum is currently registered with the PCAOB

and in good standing. Withum 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 10 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 stock 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. The Public Securities 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 are not and will not be subject to the preemptive rights of any holders

of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for

the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public

Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public

Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus

and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company

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

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

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

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

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

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

and upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof,

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

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

2.7.3 Placement Securities.

2.7.3.1 The

Placement Warrants 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 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 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 and the Warrant 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 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 Warrant 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 Agreement (as defined in Section 2.21.4), the Warrant Agreement (as

defined in Section 2.24), and the Purchase Agreements (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 breach or violation of, or conflict with any of

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

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

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

(ii) result in any violation of the provisions of the Memorandum and Articles of Association of the Company, as amended (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 default or violation exists in the due performance and observance of any term, covenant or condition of any

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

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

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

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

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

2.12 Corporate Power; Licenses; Consents.

2.12.1 Conduct

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

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

conduct its business for the 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 and the Sponsor (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 and the Company has not become aware of any information which would cause the information disclosed

in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.

2.14 Litigation;

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

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

knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required

to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.

2.15 Good

Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its

jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction

in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify

would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations

or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).

2.16 No

Contemplation of a Business Combination. The Company has not identified any Business Combination target (each a “Target Business”)

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

target.

2.17 Transactions Requiring Disclosure to FINRA.

2.17.1 Finder’s

Fees. Except as described in the Registration Statement or the Prospectus, 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, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

2.17.2 Payments

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

a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the

Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct

or indirect affiliation or association with any 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 a related

person (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 member of FINRA participating in the Offering.

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 item of

value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person associated

with a member (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.

2.17.3 FINRA

Affiliation. Other than 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 FINRA member (as

determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and Loeb 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 FINRA member participating in the Offering.

2.17.4 Share

Ownership. 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, assuming reasonable inquiry, no FINRA member intending to participate in the Offering

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. “Members participating in the Offering” 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. 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. The Company has made appropriate

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

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

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

2.19.1 Foreign

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

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

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

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

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

the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to

any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a

Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company.

The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

2.19.2 Currency

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

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

requirements of the Currency and Foreign 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, assuming reasonable inquiry, threatened.

2.19.3 Patriot

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

Act of 1970, as amended, or 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 Loeb shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered

thereby.

2.21 Agreements With Insiders.

2.21.1 Insider

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

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

of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii)

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

to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration

Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters. The Insider

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

2.21.2 Private

Placement Warrant Purchase Agreements. On the date of this Agreement, (i) the Company and the Sponsor have executed a Private

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

Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of

and deliver the purchase price for the Placement Warrants as provided for in such Sponsor Purchase Agreement, and (ii) the Company

and the Underwriters shall have executed a Private Placement Warrant Purchase Agreement, the form of which is annexed as an exhibit

to the Registration Statement (the “Underwriters Purchase Agreement” and together with the Sponsor Purchase Agreement,

the “Purchase Agreements”), pursuant to which the Underwriters will among other things, on the Closing Date, consummate

the purchase of and deliver the purchase price for the Placement Warrants as provided for in such Underwriters Purchase Agreement.

Pursuant to the Purchase Agreements, the Sponsor and Representative have 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 Placement Warrants, and the proceeds from the sale

of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement

on the Closing Date as provided for in the Purchase Agreements.

2.21.3 Administrative

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

substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which such affiliate will make available to

the Company office space, utilities and secretarial and administrative support for the Company’s use for $20,000 per month payable

until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, on the terms and

subject to the conditions set forth in the Services Agreement.

2.21.4 Registration

Rights Agreement. The Company, the Initial Shareholders and the Underwriters have entered into a Registration Rights Agreement (“Registration

Rights Agreement”) 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 Agreement

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 substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest

and are repayable by the Company on the earlier of December 31, 2026 or the consummation of the Offering.

2.22 Investment

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

the Unit Private Placement 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. The Trust Agreement shall not be amended, modified, or otherwise changed

in any way that modifies the rights or obligations of the Company without the prior written consent of the Representative.

2.23 Reserved.

2.24 Warrant

Agreement. The Company has entered into a warrant agreement with respect to the Warrants with Continental Stock Transfer & Trust

Company, LLC substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).

2.25 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.

2.26 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.

2.27 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.

2.28 Subsidiaries.

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

entity.

2.29 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.

2.30 No

Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention

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

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

information about the Company or any such affiliate.

2.31 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.

2.32 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.

2.33 Nasdaq.

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

on The Nasdaq Global Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect

such authorization.

2.34 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 Nasdaq that are, in each case, applicable to

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

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

2.35 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”).

2.36 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.

2.37 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.

2.38 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 and all such payments made to holders thereof

or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations

of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any

other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and

without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority

thereof or therein.

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 best efforts to comply with all

requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from

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

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

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

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

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

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

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

or supplement in accordance with Section 10 of the Act.

3.2.2 Filing

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

pursuant to the requirements of Rule 424 of the Regulations.

3.2.3 Exchange

Act Registration. The Company will use its best 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 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 without the prior written consent of the Representative.

3.2.4 Exchange

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

dissolution, the Company shall use its reasonable efforts to timely file with the Commission via the Electronic Data Gathering, Analysis

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

12(b) of the Exchange Act.

3.2.5 Sarbanes-Oxley

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

material compliance with each applicable provision of the Sarbanes-Oxley Act 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 best 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. 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 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 a Business Combination.

3.7 Financial

Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain

a financial public relations firm reasonably acceptable to the Representative for a term to be agreed on by the Company and the Representative.

3.8 Reports

to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is required

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

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

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

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

or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or 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 the Representative shall sign, if requested by the Company,

a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection

with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be

deemed to have been delivered to the Representative pursuant to this Section.

3.9 Transfer

Agent. For a period of five years following the Effective Date or until such earlier time upon which the Company is required to be

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

3.10 Payment

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

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

but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) 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) fees incurred in connection with conducting background checks of the Company’s

management team, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Warrants included

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

the reasonable and documented fees of counsel of the Underwriters (such legal fees not to exceed $15,000) in connection therewith, (vi)

fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters

together determine, (vii) all fees and disbursements of the transfer agent and warrant agent, (viii) all of the Company’s expenses

associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations

made available by way of a 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, (ix) the preparation,

binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to the Representative,

and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are

not otherwise specifically provided for in this Section 3.10. The Company shall pay or reimburse the Representative the actual and reasonable

out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement, including without limitation,

any expenses and fees incurred by the Representative’s legal counsel, and the Representative’s due diligence and background

check process, in an amount not to exceed $75,000 (excluding the fees referred to in clause (v) above).

3.11 Application

of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement and received by it in a manner

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

3.12 Delivery

of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,

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 consecutive months

beginning after the Effective Date.

3.13 Notice to FINRA.

3.13.1 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 FINRA and the Representative prior to the consummation of

the Business Combination:

(i) complete details of all services

and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition

services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined

in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential

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

with the Business Combination.

3.13.2 FINRA.

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

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

3.13.3 Broker/Dealer.

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

a member of FINRA, it shall promptly notify FINRA.

3.14 Stabilization.

Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or shareholders (without the consent

of the Representative) has taken and the Company will not take, and has directed its employees, directors 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.

3.15 Intentionally Omitted.

3.16 Payment

of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,

the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters,

in accordance with Section 1.3. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds

held in the Trust Account representing the Deferred Underwriting Commission.

3.17 Internal

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

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

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

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

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

3.18 Accountants.

Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,

the Company shall retain Withum or another independent registered public accounting firm reasonably acceptable to the Representative.

3.19 Form

8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance

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

proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file

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

after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission

a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such

option.

3.20 Corporate

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

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

3.21 Investment

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

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

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

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

3.22 Amendments

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

modify its Charter Documents, except as set forth therein.

3.23 Press

Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s

prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding

the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required

by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter (not to

be unreasonably withheld, delayed or conditioned).

3.24 Insurance.

Until the earlier of the consummation of the Company’s initial Business Combination or until such time upon with the Company is

liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering

the Company, its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation,

liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).

3.25 Electronic

Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but

in no event later than two (2) Business Days from the date of this Agreement, an Electronic Prospectus to be used by the Underwriters

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

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

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

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

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

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

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

format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously

ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the

Internet as a whole and for on-line time).

3.26 Private

Placement Proceeds. On the Closing Date, the Company shall cause to be deposited $4,500,000 of proceeds from the Warrant Private

Placement into the Trust Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.00 per

Public Share sold in the Offering.

3.27 Future

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

equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,

in writing, any rights in or claims against the Trust Account.

3.28 Amendments

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

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

the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is

required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the

funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in

connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be

amended without the prior written consent of the Representative.

3.29 Nasdaq.

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

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

3.30 Reservation

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

upon exercise of the Warrants.

3.31 Notice

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

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

relating to any Company Covered Person.

3.32 Reserved.

3.33 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 years after the consummation of the Company’s initial Business Combination, or the liquidation

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

3.34 Review

of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if

a 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.

3.35 Business Combination Matters.

3.35.1 Assignment

and Assumption of Indemnification. The Company shall include in the definitive agreement with respect to the initial Business Combination

(the “Business Combination Agreement “) (i) a covenant for the assignment and assumption, by the public entity resulting from

the initial Business Combination, of all of the Company’s indemnification obligations under Section 5 hereof and (ii) that the Underwriters

may rely on the representations and warranties contained therein as if they were a party thereto.

3.35.2 Business

Combination Announcement. In the event that the Company desires or is required by an applicable law or regulation to cause an announcement

(the “Business Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or

media publication or outlet or to be made via a public filing or submission with the Commission announcing the consummation of the Business

Combination that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Representative with

a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon,

subject to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s

standard policies regarding confidential information.

3.36 Zenith

Advisory Agreement. The Company and Zenith Securities, LLC (“Zenith”), have entered into a separate consulting and advisory

agreement (the “Advisory Agreement”). Zenith is acting as an “independent financial adviser” as defined in FINRA

Rule 5110(j)(9) and is not “participating” in the Offering as defined in FINRA Rule 5110(j)(16). The fees payable to Zenith

pursuant to the Advisory Agreement (including those payable at the time of the closing of the Offering) shall be offset from the underwriting

fees owed to the Underwriters hereunder and will not result in any incremental fees to the Company.

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 Loeb.

4.1.2 FINRA

Clearance. By the Effective Date, the Underwriters shall have received clearance from FINRA as to the 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, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.

4.1.4 Nasdaq.

The Public Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and evidence of satisfactory

distribution, satisfactory evidence of which shall have been provided to the Representative.

4.2 Company Counsel Matters.

4.2.1 Closing

Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall

have received the favorable opinions and negative assurance statements of each of King & Spalding LLP and Maples and Calder (Cayman)

LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the

several Underwriters and in form and substance satisfactory to the Representative and Loeb.

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 Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:

4.3.1 Confirming

that they are 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 March 31, 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 March 31, 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 from November

24, 2025 (inception) through March 31, 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 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 Withum is registered with the Public Company Accounting Oversight Board; (ii) that Withum has sufficient assets and

insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.

4.4 Officers’ Certificates.

4.4.1 Officers’

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a

certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant

Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be,

respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement

to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be,

and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the

Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true

and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in

their capacities as such) as the Representative may reasonably request.

4.4.2 Secretary’s

Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate

of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may

be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect,

(ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are

in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company

or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and

Nasdaq 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, assuming reasonable

inquiry, 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 Placement

Warrants. On the Closing Date, the Placement Warrants have been purchased as provided for in the Private Placement Warrants Purchase

Agreements and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the

Trust Account.

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 Securities Act or Section 20 of the Exchange Act as follows:

(a) against

any and all loss, liability, claim, damage and reasonably incurred and documented 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 the light of the circumstances under which they were made, not misleading;

(b) against

any and all loss, liability, claim, damage and reasonably incurred and documented 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(d)) any such settlement is effected with the written consent of the Company, which

consent shall not unreasonably be delayed, conditioned or withheld; and

any and all expense whatsoever, as reasonably incurred and documented (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 Securities 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 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 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,

reasonably incurred and documented expenses and damages (including any investigative, legal and other expenses reasonably incurred

and documented in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to

which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by

the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the Company on the one hand

and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the

Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters (before

deducting expenses) from the sale of 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 Securities 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 Securities 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 3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided

that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company

for damages occasioned by its default hereunder.

6.3 Postponement

of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,

or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the

Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby

be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,

and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case

may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party

to this Agreement with respect to such securities.

7. Additional Covenants.

7.1 Additional

Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any Ordinary

Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company

which participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.

7.2 Trust

Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its

due diligence investigation of any prospective Target Business or 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 $150,000,000 (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 Units in connection with the consummation of a

Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time

period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business

Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of

consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target

Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust

Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations,

contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. 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 withheld.

7.4 Rule

419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior

to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s

outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a- 51-1 under the Exchange Act during such

period.

7.5 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 a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant

to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall

furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

7.6 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 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 Business Combination with such Target Business

(excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the

Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales,

earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business

meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain

an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does

have sufficient fair market value.

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 on the Effective Date at the time the Registration Statement is declared effective by

the Commission.

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, Nasdaq, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading

shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities

shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the

United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has

been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially

adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident,

hurricane, earthquake, theft, sabotage or other calamity 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 other than solely because of the termination of this Agreement

pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the

obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section

3.10 hereof and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any

provisions of this Agreement.

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 facsimile transmission (with printed confirmation of receipt) and confirmed and shall

be deemed given when so mailed, delivered or faxed or if mailed, two days after such mailing.

If to the Representative:

Clear Street LLC

4 World Trade Center

150 Greenwich St., Floor 45

New York, NY 10007

Attn: General Counsel

Email: legal@clearstreet.io

Copy (which copy shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell Nussbaum, Esq.

Email: mnussbaum@loeb.com

If to the Company:

Mercator Acquisition Corp.

85 Washington Street

Norwalk, CT 06854

Attn: Shawn Matthews

Email: smatthews@hondiuscapital.com

Copy (which copy shall not constitute notice) to:

King & Spalding LLP

1290 Avenue of the Americas, 14th Floor

New York,

NY 10104

Attn: Kevin E. Manz, Esq.

Email: KManz@kslaw.com

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 the Underwriters shall be entitled

to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in

connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.

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,

MERCATOR ACQUISITION CORP.

By:

/s/ Shawn Matthews

Name:

Shawn Matthews

Title:

Chief Executive Officer

Accepted on the date first above written.

CLEAR STREET LLC,

as Representative of the several Underwriters

By:

/s/ Ryan Gerety

Name:

Ryan Gerety

Title:

Managing Director, Investment Banking

[Signature page to Underwriting

Agreement]

SCHEDULE A

MERCATOR ACQUISITION CORP.

15,000,000 Units

Underwriter

Number of

Firm Units to be Purchased

Clear Street LLC

15,000,000

TOTAL

15,000,000

SCHEDULE B

Investor Presentation dated June 2026.

EXHIBIT A

FORM OF TARGET BUSINESS LETTER

Mercator Acquisition Corp.

85 Washington Street

Norwalk, CT 06854

Ladies and Gentlemen:

Reference is made

to the Final Prospectus of Mercator Acquisition Corp. (the “Company”), dated as of July 8, 2026 (the “Prospectus”).

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.

have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least

$150,000,000 for the benefit of the Public Shareholders and the Underwriters of the Company’s initial public offering (the

“Underwriters”) 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 a Business Combination, (ii) to the Public Shareholders if the Company fails to

consummate a Business Combination within the required time period set forth in its Memorandum and Articles of Association as the

same may be amended from time to time, or (iii) to the Company after or concurrently with the consummation of a Business

Combination.

For

and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a 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