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EFTA01366323

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received by them upon redemption of their shares. Under the Delaware General Corporation Law, or DGCL. stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it. including a 60-day notice period during which any third-party claims can he brought against the corporation, a 90- day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions arc made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barrel after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our business combination and. therefore, we do not intend to comply with those procedures. Because we will not be complying with Section 280, Section 281(6) of the DGCL requires us to adopt a plan. based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we arc a blank check company. rather than an operating company, and our o

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