Gravity Acquisition

Prospectus share summary; Number outstanding before this offering and the private placement; 0 units; selected security: units; selected scenario: as disclosed; separately stated forfeiture or conversion is not applied to this printed pre-offer count; no inferred sum, conversion or equity value

Prospectus share summary; Number outstanding after this offering and the private placement; 25,267,500 units(1); selected security: units; selected scenario: as disclosed; no inferred sum, conversion or equity value

Prospectus share summary; Number issued and outstanding before this offering and the private placement; 0 shares; selected security: Class A Ordinary shares; selected scenario: as disclosed; separately stated forfeiture or conversion is not applied to this printed pre-offer count; no inferred sum, conversion or equity value

Prospectus share summary; Number to be issued and outstanding after this offering and the private placement; 26,142,500 shares(1)(3); selected security: Class A Ordinary shares; selected scenario: as disclosed; no inferred sum, conversion or equity value

Prospectus share summary; Number issued and outstanding before this offering and the private placement; 9,583,333 shares(2); selected security: Class B Ordinary Shares; selected scenario: as disclosed; separately stated forfeiture or conversion is not applied to this printed pre-offer count; no inferred sum, conversion or equity value

Prospectus share summary; Number to be issued and outstanding after this offering and the private placement; 8,333,333 shares(4); selected security: Class B Ordinary Shares; selected scenario: as disclosed; no inferred sum, conversion or equity value

Prospectus share summary; Ordinary shares issued and outstanding prior to this offering (10); identical printed pre-offer counts across columns 4,8,12,16; 9,583,333 9,583,333 9,583,333 9,583,333; selected security: Ordinary shares; selected scenario: as disclosed; separately stated forfeiture or conversion is not applied to this printed pre-offer count; no inferred sum, conversion or equity value

Prospectus share summary; Number issued and outstanding whole rights before this offering and the private placement; 0 rights; selected security: rights; selected scenario: as disclosed; separately stated forfeiture or conversion is not applied to this printed pre-offer count; no inferred sum, conversion or equity value

Prospectus share summary; Number of outstanding whole rights after this offering and the private placement; 25,267,500 rights(1); selected security: rights; selected scenario: as disclosed; no inferred sum, conversion or equity value

Raw source column: Class A Ordinary Shares; After Offering(5); #; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Class A Ordinary Shares; After Offering(5); #; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Class A Ordinary Shares; After Offering(5); #; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Class A Ordinary Shares; After Offering(5); #; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); #; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); #; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); #; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); #; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Dan Song, Chief Financial Officer(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Zhiwei Tang, Chief Operating Officer(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Jide Zeitlin, Director Nominee and Vice Chairman(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Chaim Frenkel, Director Nominee(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: Mingjie Zhao, Director Nominee(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); #; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Total Voting Shares; Before Offering(8); #; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Total Voting Shares; Before Offering(8); #; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Total Voting Shares; Before Offering(8); #; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Total Voting Shares; Before Offering(8); #; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Dan Song, Chief Financial Officer(4)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Zhiwei Tang, Chief Operating Officer(4)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Jide Zeitlin, Director Nominee and Vice Chairman(4)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Chaim Frenkel, Director Nominee(4)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: Mingjie Zhao, Director Nominee(4)

Raw source column: Total Voting Shares; After Offering(9); #; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); %; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); %; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); %; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Class B Ordinary Shares (Founder Shares); Before Offering(6); %; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); %; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); %; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); %; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); %; source holder: Jide Zeitlin, Director Nominee and Vice Chairman(4)

Raw source column: Class B Ordinary Shares (Founder Shares); After Offering(7); %; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Total Voting Shares; Before Offering(8); %; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Total Voting Shares; Before Offering(8); %; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Total Voting Shares; Before Offering(8); %; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Total Voting Shares; Before Offering(8); %; source holder: All directors and executive officers as a group (7 individuals)

Raw source column: Total Voting Shares; After Offering(9); %; source holder: Gravity Sponsor Holdings LLC(2)

Raw source column: Total Voting Shares; After Offering(9); %; source holder: Iris Zhao, Chief Executive Officer and Director(3)

Raw source column: Total Voting Shares; After Offering(9); %; source holder: Ailong Xie, Chairman of the Board(3)

Raw source column: Total Voting Shares; After Offering(9); %; source holder: All directors and executive officers as a group (7 individuals)

The founder shares held by our Sponsor and certain of our officers and director nominees include an aggregate of up to 1,250,000 founder shares that are subject to surrender for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that our initial shareholders will collectively own 25% of our issued and outstanding ordinary shares after this offering (without giving effect to the sale of the private units and issuance of the representative shares, and assuming they do not purchase units in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or other appropriate mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at approximately 25% of our issued and outstanding ordinary shares upon the consummation of this offering (without giving effect to the sale of the private units, issuance of the representative shares and assuming our insiders do not purchase units in this offering). None of our founders has indicated any intention to purchase units in this offering. The following table sets forth the payments to be received by our Sponsor and their affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our Sponsor or its affiliates:

We refer to these ordinary shares throughout this prospectus as the “founder shares.” The founder shares held by our Sponsor include an aggregate of up to 1,250,000 founder shares that are subject to surrender for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that our initial shareholders will collectively own 25% of our issued and outstanding ordinary shares after this offering (without giving effect to the sale of the private units and issuance of the representative shares, and assuming they do not purchase units in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or other appropriate mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at approximately 25% of our issued and outstanding ordinary shares upon the consummation of this offering (without giving effect to the sale of the private units, issuance of the representative shares and assuming our insiders do not purchase units in this offering). None of our founders has indicated any intention to purchase units in this offering.

The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the issued and outstanding ordinary shares after this offering (not including the ordinary shares issuable underlying the private units and the representative shares, any shares underlying units issued upon conversion of working capital loans and any ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination). As such, our initial shareholders will collectively own 25% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering and excluding private shares and representative shares). Except as provided with regard to the private placement discussed herein, neither our Sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own 25% of our issued and outstanding ordinary shares entitled to vote thereon (assuming they do not purchase units in this offering and excluding the private shares and representative shares) or approximately 27.5% (including the private shares and the representative shares). If we submit our initial business combination to our public shareholders for a vote, our founders have agreed, pursuant to such letter agreement, to vote their founder shares, private shares and any public shares purchased during or after this offering in favor of our initial business combination. Under Nasdaq listing rule 5635(e)(4), where shareholder approval is required, the minimum vote that will constitute shareholder approval shall be a majority of the total votes cast on the proposal. According to our second amended and restated memorandum and articles of association, one-third of our issued and outstanding ordinary shares entitled to vote at the meeting constitutes a quorum. As a result, in addition to our founder shares and private shares, assuming all the representative shares held by Maxim will be voted for, in order to have our initial business combination approved, (i) we would need only 7,762,084, or 31.0%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted), or (ii) assuming that only a quorum is present at such meeting held to vote on our initial business combination, no public shares sold in this offering are needed to be voted in favor of a transaction. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private shares held by them, as well as any public shares purchased during or after this offering, in favor of our initial business combination. We expect that our initial shareholders, their permitted transferees and Maxim will own approximately 27.5% of our issued and outstanding ordinary shares (including the private shares and the representative shares) at the time of any such shareholder vote. As a result, in addition to our founder shares and private shares, assuming all the representative shares held by Maxim will be voted for, in order to have our initial business combination approved, we would need only 7,762,084, or approximately 31.0%, of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted), or no public shares sold in this offering are needed to vote in favor of a transaction (assuming only a quorum is present at such meeting held to vote on our initial business combination) (in either case, assuming the over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Upon the closing of this offering, our founders, including our Sponsor, will own 25% of our issued and outstanding ordinary shares after this offering (not including the ordinary shares issuable underlying the private units and the representative shares, any shares underlying units issued upon conversion of working capital loans and any ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination). In addition, the founder shares, 78.9% of which are held by our Sponsor (assuming no exercise of the over-allotment option), will entitle our Sponsor to elect all of our directors prior to our initial business combination. Holders of our public shares will have no right to vote on the election of directors during such time.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-initial business combination activity, without approval by a certain percentage of our shareholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders. Our second amended and restated memorandum and articles of association provides that any of its provisions, including those related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our second amended and restated memorandum and articles of association or an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated), may be amended if approved by holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least two-thirds of our shareholders who being entitled to do so, attend and vote at such general meeting in person or by proxy. We may not issue additional securities that can vote on amendments to our second amended and restated memorandum and articles of association. Our initial shareholders, which will collectively beneficially own 25% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering and excluding the private shares and representative shares) or approximately 27.5% (including the private shares and the representative shares and assuming our initial shareholders do not purchase units in this offering), will participate in any vote to amend our second amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our second amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our second amended and restated memorandum and articles of association.

The founder shares held by our Sponsor include an aggregate of up to 1,250,000 founder shares that are subject to surrender for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that our founders will collectively own 25% of our issued and outstanding ordinary shares after this offering (without giving effect to the sale of the private units and issuance of the representative shares, and assuming our founders do not purchase units in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or other appropriate mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at approximately 25% of our issued and outstanding ordinary shares upon the consummation of this offering (without giving effect to the sale of the private units, issuance of the representative shares and assuming our insiders do not purchase units in this offering). None of our founders has indicated any intention to purchase units in this offering.

Immediately after this offering, the initial shareholders will collectively own 25% of our issued and outstanding shares after this offering (not including the ordinary shares underlying the private units and the representative shares, any shares underlying units issued upon conversion of working capital loans and any ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination). None of our founders, officers and directors has indicated to us that they intend to purchase securities in this offering. Because of the ownership block held by our founders, such individuals may be able to effectively exercise control over all matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

Class A Ordinary Shares — The Company is authorized to issue 450,000,000 Class A ordinary shares with a par value of $0.0001 per share (subject to potential redemption). Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of February 28, 2026, there were no Class A ordinary shares issued and outstanding.

Class A Ordinary Shares — The Company is authorized to issue 450,000,000 Class A ordinary shares with a par value of $0.0001 per share (subject to potential redemption). Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of May 31, 2026, there were no Class A ordinary shares issued and outstanding.

Additionally, the Sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The at-risk capital investors that subscribe for founder shares will be subject to substantially the same transfer restrictions with respect to those founder shares.

As provided in a letter agreement to be entered by and among the Company and the initial shareholders on the date that the registration statement is declared effective, our Sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The Sponsor will retain all of the aforementioned 2,583,333 founder shares if the at-risk capital investors do not purchase any of the private placement units discussed in footnote (2) below, in which case the Sponsor would own 7,524,833 founder shares, assuming no exercise of the over-allotment option, and 8,774,833 founder shares, assuming full exercise of the over-allotment option.

As provided in a letter agreement to be entered by and among the Company and the initial shareholders on the date that the registration statement is declared effective, our Sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up.

Additionally, our founders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private units (including the underlying securities) will not be transferable, assignable or saleable until after the completion of our initial business combination (except to certain permitted transferees). We refer to such transfer restrictions throughout this prospectus as the lock-up. The at-risk capital investors that subscribe for founder shares will enter into agreements with us containing substantially the same terms as the Sponsor’s letter agreement with respect to those founder shares, as described under “Prospectus Summary — Our Sponsor.”

Additionally, the Sponsor has agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private units (including the underlying securities) will not be transferable, assignable or saleable until after the completion of our initial business combination (except to certain permitted transferees). We refer to such transfer restrictions throughout this prospectus as the lock-up.

Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private shares and public shares in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and private shares if we fail to consummate our initial business combination within 15 months after the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time). If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public shares, and the rights will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our Sponsor until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private units, private shares, private rights and the ordinary shares underlying such rights will not be transferable, assignable or salable by our sponsor until the completion of our initial business combination. Since our Sponsor, officers and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The at-risk capital investors that subscribe for founder shares will likewise waive redemption rights and rights to liquidating distributions from the trust account with respect to those founder shares.

The founder shares, private units, working capital units, and any underlying securities are each subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our founders. Those lock-up provisions provide (i) in the case of founder shares, not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up, and (ii) in the case of private units, underlying securities and any units may be issued upon the conversion of the working capital loans and underlying securities, until the completion of our initial business combination, except for transfers (i) among the founders or to the Company’s founders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a business combination, (vii) in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial business combination or (ix) in the event that, subsequent to the consummation of an initial business combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the security agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such permitted transferee agrees to be bound by the transfer restrictions contained in any applicable agreement the transferor is bound by. We refer to such transfer restrictions throughout this prospectus as the lock-up.

With certain limited exceptions, our founders have agreed, (i) in the case of founder shares, not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up, and (ii) in the case of private units, underlying securities and any working capital units may be issued upon the conversion of the working capital loans and underlying securities, until the completion of our initial business combination (except as described herein under the section of this prospectus entitled “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Units”). We refer to such transfer restrictions throughout this prospectus as the lock-up.

Our Sponsor, officers, and directors are also subject to separate transfer restrictions on their founder shares and private units (and underlying securities) pursuant to the letter agreement as described herein. Our founders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. The private units (including the underlying securities) will not be transferable, assignable or saleable until after the completion of our initial business combination (except to certain permitted transferees). We refer to such transfer restrictions throughout this prospectus as the lock-up. The private units (including the underlying securities) will not be transferable, assignable or salable until the completion of our initial business combination (except with respect to permitted transferees as described herein under the section of this prospectus entitled “Principal Shareholders Transfers of Founder shares and Private Units”).

The Company’s initial shareholders will agree not to transfer, assign or sell any of their Founder Shares and any ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share 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. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”).

The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales of this offering pursuant to FINRA Rule 5110(i)(1). Pursuant to FINRA Rule 5110(i)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales of this offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

Our letter agreement with our Sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 180 days following the date of this prospectus will require the prior written consent of the underwriters).