The Class A Ordinary Shares to be issued in the Private Placement, the Warrants and the Class A Ordinary Shares issuable upon exercise of the Warrants have been and will be issued and sold in an offshore transaction without registration under the Securities Act of 1933, as amended, in reliance on applicable exemptions from registration, and will constitute "restricted securities". Each Purchaser has represented to the Company that it is not affiliated with the Company or any of its directors or officers. Th ...