NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on March 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In May 2021, the underwriters’ over-allotment option expired.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7,000,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Following the termination of the Forbes Business Combination Agreement (as described in Note 1), $1,750,000 of deferred underwriting fees, contingently payable to capital market advisors upon the closing of the business combination under the Forbes Business Combination Agreement, was forgiven. As a result, the balance of the deferred underwriting fee was $5,250,000 at March 31, 2023 and December 31, 2022.

Extension

On February 17, 2023, the Company filed with the SEC a definitive proxy statement on Schedule 14A (as supplemented by a definitive proxy statement on Schedule 14A filed by the Company with the SEC on March 14, 2023) in relation to a proposed extraordinary general shareholder meeting of the Company’s shareholders (the “Extension Meeting”) to approve (1) the proposal to amend Articles 51.7 and 51.8 of the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a “business combination,” or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s public shares included as part of the Units from March 25, 2023 to April 25, 2023; and if the Company does not consummate a business combination by the First Extended Date, the Termination Date may be extended, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company at least three days prior to First Extended Date, to May 25, 2023, which may be further extended, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company passed at least three days prior to the Second Extended Date, to June 25, 2023, and may be further extended, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company passed at least three days prior to the Third Extended Date, to July 25, 2023, for three additional one-month periods, for an aggregate of three additional months and (2) an amendment to the Investment Management Trust Agreement, dated March 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to (i) reflect the Extension and (ii) allow the Company to maintain any remaining amount in its Trust Account in an interest bearing demand deposit account at a bank. The record date of the Extension Meeting was February 21, 2023, and the date of the Extension Meeting was March 17, 2023.

On March 17, 2023, the Company held the Extension Meeting, at which the shareholders of the Company approved the Extension Proposals. In connection with the Extension Meeting, shareholders of the Company holding 13,404,883 Class A ordinary shares

exercised their option to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $137.1 million (approximately $10.23 per Class A ordinary share) was released from the Trust Account to pay such holders and approximately $67.5 million remained in the Trust Account. Following the redemption, 6,595,117 Class A ordinary shares remain outstanding.

In connection with the Extension, the Company agreed to deposit into the Trust Account, (A) for the period from March 25, 2023 until the First Extended Date, $150,000 (the “First Contribution”), (B) if the Company does not consummate a business combination by the First Extended Date and the board of directors of the Company elects to extend the Termination Date from the First Extended Date to the Second Extended Date, for the period from the First Extended Date to the Second Extended Date, $150,000 (the “Second Contribution”), (C) if the Company does not consummate a business combination by the Second Extended Date and the board of directors of the Company elects to extend the Termination Date from the Second Extended Date to the Third Extended Date, for the period from the Second Extended Date to the Third Extended Date, $150,000 (the “Third Contribution”), and (D) if the Company does not consummate a business combination by the Third Extended Date and the board of directors of the Company elects to extend the Termination Date from the Third Extended Date to the Fourth Extended Date, for the period from the Third Extended Date to the Fourth Extended Date, $150,000 (the “Fourth Contribution,” and together with the First Contribution, the Second Contribution and the Third Contribution, the “Contributions,” each, a “Contribution”). On March 29, 2023, the Company deposited into the Trust Account the First Contribution in the amount of $150,000. On April 24, 2023, the Company deposited into the Trust Account the Second Contribution in the amount of $150,000. On May 22, 2023, the Company deposited into the Trust Account the Third Contribution in the amount of $150,000.