LETTER AGREEMENTLetter Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
April 30, 2017 STRICTLY CONFIDENTIAL CEL-SCI Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182 Attn: Geert R. Kersten, Chief Executive Officer Dear Mr. Kersten: This letter agreement (this "Agreement") constitutes the agreement between...Letter Agreement • May 2nd, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
IB Acquisition Corp. Boca Raton FL 33432 Re: Initial Public Offering Gentlemen:Letter Agreement • March 8th, 2024 • IB Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among IB Acquisition Corp., a Nevada corporation (the “Company”), I-Bankers Securities, Inc., as an underwriter and representative of the several underwriters named thereto (the “Representative”) and IB Capital LLC (“Co-Manager”, and together with the Representative and the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-twentieth (1/20) of one share of the Common Stock upon the con
Love & Health Limited Suites 3605-06 36F, Tower 6, The Gateway Harbour CityLetter Agreement • February 2nd, 2024 • Love & Health LTD • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Love & Health Limited, a Cayman Islands exempted company (the “Company”), EF Hutton LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 5,750,000 of the Company’s units (including 750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination (the “Rights”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. S
Inflection Point Acquisition Corp. II New York, NY 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (a
STRICTLY CONFIDENTIAL Bone Biologics CorporationLetter Agreement • February 26th, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Waldencast Acquisition Corp. White Plains, NY 10606 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 5th, 2022 • Dynamo Internacional Gestao De Recursos Ltda. • Perfumes, cosmetics & other toilet preparations
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
Insert Dealer Name] [Insert Dealer Address]Letter Agreement • August 18th, 2023 • Akamai Technologies Inc • Services-business services, nec
Flag Ship Acquisition Corporation New York, New York 10004 [Underwriter Representative] Ladenburg Thalmann Co. Inc.Letter Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and a right (“Right”) to receive 1/10th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-261028) and prospectus (the “Prospectus”) filed by the Company with the Securi
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: May 9, 2023Letter Agreement • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Everest Consolidator Acquisition Corporation Newport Beach, CA 92660 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 14th, 2023 • Everest Consolidator Acquisition Corp • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Black Hawk Acquisition Corporation Danville, CA 94506 EF Hutton LLC 39th Floor New York, NY 10022Letter Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton LLC, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with t
EXHIBIT 10.1 LETTER AGREEMENTLetter Agreement • April 8th, 2011 • Red Mountain Resources, Inc. • Services-prepackaged software • Texas
November 18, 2021Letter Agreement • November 24th, 2021 • Ftac Zeus Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and among FTAC Zeus Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 40,250,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commissi
FG New America Acquisition II Corp.Letter Agreement • December 2nd, 2021 • FG New America Acquisition II Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG New America Acquisition II Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defi
Exhibit 23(d)(1)(e) October 1, 2009 Lincoln Investment Advisors Corporation 1300 South Clinton Street Fort Wayne, Indiana 46802 RE: Advisory Fee Waiver Agreement - LVIP Wells Fargo Intrinsic Value Fund Ladies and Gentlemen: This letter agreement (the...Letter Agreement • January 29th, 2010 • Lincoln Variable Insurance Products Trust • Delaware
Dealer Name and Address]Letter Agreement • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
PETROHAWK [LOGO GOES HERE] ENERGY CORPORATION JULY 14, 2003 VIA EMAIL AND OVERNIGHT DELIVERY MI MIKE NEWPORT PRESIDENT MAINLAND RESOURCES, INC 117314 SH 249, SUITE 306 HOUSTON, TEXAS 77064 RE LETTER AGREEMENT RELATING TO DEVELOPMENT OF ACREAGE IN...Letter Agreement • July 18th, 2008 • Mainland Resources Inc. • Metal mining
FORM OF REGISTERED FORWARD CONFIRMATIONLetter Agreement • March 16th, 2023 • National Health Investors Inc • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
LOGO] TRIPOINT GLOBAL EQUITIES, LLC MEMBER: NASD/SIPC July 12, 2007 CONFIDENTIAL BioForce Nanosciences Holdings, Inc. 1615 Golden Aspen Drive Suite 101 Ames, Iowa 50010 Attention: Eric Henderson CEO This letter agreement (this "Agreement") confirms...Letter Agreement • September 7th, 2007 • Bioforce Nanosciences Holdings, Inc. • Laboratory analytical instruments
Immunome, Inc. 10,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementLetter Agreement • February 14th, 2024 • Immunome Inc. • Pharmaceutical preparations • New York
Immunome, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”), Cowen and Company LLC (“Cowen”), Leerink Partners LLC (“Leerink Partners”) and Guggenheim Securities, LLC are acting as representatives (each, a “Representative” and together, the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event th
ESH Acquisition Corp. New York, New York 10003 Re: Initial Public Offering Gentlemen:Letter Agreement • June 20th, 2023 • ESH Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ESH Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc., as an underwriter and representative of the several underwriters named thereto (the “Representative”) and Dawson James Securities Inc. (“Co-Manager”, and together with the Representative and the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of the Comm
October 23, 2015Letter Agreement • November 13th, 2015 • Global Defense & National Security Systems, Inc. • Blank checks
This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Compan
February 1, 2024 Mr. Michael Grau c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Michael:Letter Agreement • February 5th, 2024 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
This letter agreement (the “Agreement”), effective as of February 1, 2024, will confirm the terms of your employment with Madison Square Garden Entertainment Corp. (the “Company”) which shall commence on February 12, 2024 or such later date as the parties may agree (the “Commencement Date”).
EXHIBIT 99.4 December 19, 2005 Harry S. Palmin President and CEO Novelos Therapeutics, Inc. One Gateway Center, Ste 504 Newton, MA 02458 Dear Harry: 1. This letter agreement (the "Agreement") confirms our understanding that Novelos Therapeutics, Inc....Letter Agreement • March 3rd, 2006 • Novelos Therapeutics, Inc. • Pharmaceutical preparations
FG Merger III Corp. Itasca, Illinois 60143Letter Agreement • December 6th, 2023 • FG Merger III Corp.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG Merger III Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public
SilverBox Corp III Austin, TX 78746 (512) 575-3637Letter Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between SilverBox Corp III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 13,800,000 of the Company’s units (including up to 1,800,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Se
STRICTLY CONFIDENTIAL CEL-SCI CorporationLetter Agreement • August 24th, 2017 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
Gores Guggenheim, Inc. Boulder, CO 80301Letter Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr
LETTER AGREEMENTLetter Agreement • September 14th, 2022 • Highland Funds Ii • Massachusetts
March 30, 2023 Integrated Rail and Resources Acquisition Corp. Winter Park, Florida 32789 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 31st, 2023 • Integrated Rail & Resources Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offerin
CONTENTSLetter Agreement • May 16th, 2019
AxonPrime Infrastructure Acquisition Corporation New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 20th, 2021 • AxonPrime Infrastructure Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjus
Excolere Acquisition Corp. 2029 Century Park East, Suite 400N Los Angeles, CA 90067Letter Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”) and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Jefferies LLC as representative of the Underwriter(s) listed on Schedule A to the Underwriting Agreement (as defined below) New York, NY 10022Letter Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (