{"url_path":"/sec/qums/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","accession_number":"0001829126-26-006482","cik":"0002070900","ticker":"QUMS","issuer_name":"Quantumsphere Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","primary_entity_key":"0002070900","primary_entity_name":"Quantumsphere Acquisition Corp"},"word_count":4477,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Name**\n \n**Age**\n \n**Title**\n\nPing Zhang\n \n63\n \nChairman, Chief Executive Officer, Chief Financial Officer and Director\n\nWei (Victor) Zhang\n \n51\n \nIndependent Director\n\nDaniel M. McCabe\n \n76\n \nIndependent Director\n\nQi Gong\n \n64\n \nIndependent Director\n\n \n\n*Ping Zhang*has been serving as our Chief Executive Officer, Chief Financial Officer, Chairman and director since our formation. Since November 2020, Mr. Zhang has served as the General Manager of Green Leaf Air Freight Inc., a U.S.-based investment and air freight company. Prior to this role, he founded Shanghai Tongli Advertising Co., Ltd., an advertising company, and served as its General Manager from February 2006 to November 2020. Earlier in his career, from March 1999 to December 2002, Mr. Zhang founded Hunan Silver Fox Advertising Company, an advertising company in China, and served as its General Manager. Mr. Zhang earned his Bachelor’s degree in Economics from Nanjing Political College in 2003. Mr. Zhang has served as Chairman, Chief Executive Officer, Chief Financial Officer, and director of Quantumsphere Acquisition Corporation (Nasdaq: QUMS) (“Quantumsphere”) since July 2025 and GalaxyEdge Acquisition Corporation (NYSE: GLED) (“GalaxyEdge”) since September 2025. He has served as a member of the board of directors of Quartzsea Acquisition Corporation (Nasdaq: QSEA) (“Quartzsea”) since March 2025, Pelican Acquisition Corporation (Nasdaq: PELI) (“Pelican”) since May 2025, Yotta Acquisition Corporation (Nasdaq: YOTA) (“Yotta”) since April 2025 and Quetta Acquisition Corporation (Nasdaq: QETA) (“Quetta”) since April 2025.\n\n \n\nWe believe that Mr. Ping Zhang is qualified to serve as a member of our board of directors due to his entrepreneurship, relationships and contacts.\n\n \n\n*Wei (Victor) Zhang* has been serving as one of our independent directors. Since December 2024, Mr. Zhang has served as Vice President and Consultant at American Wall Street Listed Group Inc., a consulting company. From September 2020 to March 2021, Mr. Zhang worked as a consultant for BayWell International Resources Corporation, a global business and gold mining company. In addition, Mr. Zhang has worked as a business developer and loan officer for Trustworthy Mortgage Corp., a mortgage and real estate company in Washington D.C. since March 2018. From November 2016 to October 2018, Mr. Zhang served as Director of Business Development at XinMeiLe Financial Leasing Co., Ltd. in China. From September 2012 to March 2017, Mr. Zhang served as Consultant and Director of International Cooperation at Bright & Right Law Firm in Beijing. Mr. Zhang worked as an interpreter for international exhibitions in Germany, while also providing brokerage services for international trade and consultancy services for anti-fraud measures in documentary letter of credit settlements from February 1998 to April 2012. Mr. Zhang is certified by the Global Association of Risk Professionals as a Financial Risk Manager (FRM). He earned his Bachelor’s degree in German Language and Literature from the Foreign Studies University in Beijing in 1997 and his Master’s degree in Economics from the University of Bonn in 2008.\n\n \n\nWe believe that Mr. Zhang is qualified to be nominated as a member of our board of directors due to his entrepreneurship and educational background.\n\n \n\n*Daniel M. McCabe* has been serving as one of our independent directors. Mr. McCabe’s legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded in 1982. His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations, and complex litigation. Mr. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Since September 1985, he has been serving as the managing partner at 1200 Summer Street Association. He has been serving as a member of the board of directors of Yotta since April 2022, Quetta since August 2023, and Black Hawk since March 2024. Mr. McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford.\n\n \n\n31\n\n \n\n \n\nWe believe that Mr. McCabe is qualified to be nominated as a member of our board of directors due to his legal experience.\n\n \n\n*Qi Gong* has been serving as one of our independent directors. Ms. Gong has enjoyed a diverse career in both China and the United States across various domains. In March 2024, Ms. Gong founded the American Wall Street Listed Group Inc., a consulting company, and has served as its Chief Executive Officer since such time. In September 2022, Ms. Gong founded American Information Technology Inc., an information technology consulting company, and has been serving as its Chief Executive Officer since such time. She was also the founder and has been serving as the Chief Executive Officer for U.S. China Health Products Inc., a marketing consulting company, since December 2021. In addition, Ms. Gong founded the U.S.-China Service Inc., a wealth management consulting company, in July 2018 and has been serving as its Chief Executive Officer since such time. She has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq: YOTA) (“Yotta”) since April 2024 and Quetta Acquisition Corporation (Nasdaq: QETA) (“Quetta”) since April 2024. Ms. Gong received her B.S. in Mechanical Engineering from Hefei University of Technology in July 1984.\n\n \n\nWe believe that Ms. Qi Gong is qualified to serve as a member of our board of directors due to her entrepreneurship and extensive experience in the business consulting industry.\n\n \n\n**Number, Terms of Office and Election of Officers and Directors**\n\n \n\nOur board of directors consists of four directors, three of whom are deemed to be “independent” under SEC and Nasdaq rules. We do not intend to hold an annual meeting of shareholders prior to the consummation of our initial business combination unless required by applicable law or Nasdaq rules. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.\n\n \n\nOur officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Post-offering Memorandum and Articles as it deems appropriate. Our Post-offering Memorandum and Articles provide that our officers may consist of one or more Chairman of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other officers as may be determined by the board of directors.\n\n \n\n**Director Independence**\n\n \n\nNasdaq listing standards require that within one year of the listing of our securities on the Nasdaq Global Market we have at least a majority of independent directors and that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors determined that Mr. Wei (Victor) Zhang, Mr. Daniel M. McCabe, and Ms. Qi Gong each qualify as an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.\n\n \n\nWe will only enter into a business combination if it is approved by a majority of our directors. Additionally, we will only enter into transactions with our officers, directors, and director nominees and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority of independent directors.\n\n \n\n32\n\n \n\n \n\n**Officer and Director Compensation**\n\n \n\nNone of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination or 18 months from such effective date, we will pay an affiliate of our Sponsor a total of $15,000 per month for office space, administrative and support services. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.\n\n \n\nAfter the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.\n\n \n\nWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nOur Board of Directors has two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.\n\n \n\n*Audit Committee*\n\n \n\nWe have established an audit committee of the Board of Directors. The members of our audit committee are Mr. Wei (Victor) Zhang, Mr. Daniel M. McCabe, and Ms. Qi Gong. Mr. Wei (Victor) Zhang serves as chairman of the audit committee.\n\n \n\nEach member of the audit committee is financially literate and our Board of Directors has determined that Chris Constable qualifies as an “audit committee financial expert” as defined in applicable SEC rules.\n\n \n\nWe have adopted an audit committee charter, which details the principal functions of the audit committee, including:\n\n \n\n \n●\nreviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;\n\n \n\n33\n\n \n\n \n\n \n●\ndiscussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;\n\n \n\n \n●\ndiscussing with management major risk assessment and risk management policies;\n\n \n\n \n●\nmonitoring the independence of the independent auditor;\n\n \n\n \n●\nverifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;\n\n \n\n \n●\nreviewing and approving all related-party transactions;\n\n \n\n \n●\ninquiring and discussing with management our compliance with applicable laws and regulations;\n\n \n\n \n●\npre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;\n\n \n\n \n●\nappointing or replacing the independent auditor;\n\n \n\n \n●\ndetermining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;\n\n \n\n \n●\nestablishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and\n\n \n\n \n●\napproving reimbursement of expenses incurred by our management team in identifying potential target businesses.\n\n \n\n**Financial Experts on Audit Committee**\n\n \n\nThe audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.\n\n \n\nIn addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Brandon Miller qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.\n\n \n\n*Compensation Committee*\n\n \n\nWe have established a compensation committee of the Board of Directors. The members of our Compensation Committee are Mr. Wei (Victor) Zhang, Mr. Daniel M. McCabe, and Mr. Ping Zhang. Mr. Ping Zhang serves as chairman of the compensation committee. We have adopted compensation committee charter, which details the principal functions of the compensation committee, including:\n\n \n\n \n●\nreviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;\n\n \n\n34\n\n \n\n \n\n \n●\nreviewing and approving the compensation of all of our other officers;\n\n \n \n \n\n \n●\nreviewing our executive compensation policies and plans;\n\n \n \n \n\n \n●\nimplementing and administering our incentive compensation equity-based remuneration plans;\n\n \n \n \n\n \n●\nassisting management in complying with our proxy statement and annual report disclosure requirements;\n\n \n \n \n\n \n●\napproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;\n\n \n \n \n\n \n●\nproducing a report on executive compensation to be included in our annual proxy statement; and\n\n \n \n \n\n \n●\nreviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nThe charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.\n\n \n\n**Director Nominations**\n\n \n\nWe do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.\n\n \n\nThe board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at a future annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our memorandum and articles of association.\n\n \n\nWe have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers education, professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.\n\n \n\n**Compensation Committee Interlocks and Insider Participation**\n\n \n\nWe may not have a compensation committee in place prior to the completion of our initial business combination. Any executive compensation matters that arise prior to the time we have a compensation committee in place will be determined by our independent directors. None of our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any other entity that has one or more executive officers serving on our board of directors. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation committee.\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing our public filings at the SEC’s web site at *www.sec.gov*. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.\n\n \n\n35\n\n \n\n \n\n**Conflicts of Interest**\n\n \n\n \n●\nNone of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.\n\n \n\n \n●\nIn the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our directors and officers may continue to be involved in the formation of other special purpose acquisition companies in the future. Thus, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.\n\n \n\n \n●\nOur officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.\n\n \n\n \n●\nUnless we consummate our initial business combination, our officers, directors, and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.\n\n \n\n \n●\nThe founder shares beneficially owned by our officers and directors will be released from trust only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their founder shares or private units. Furthermore, our Sponsor, Whiteowl Holdings LLC, agreed that the private units will not be sold or transferred by it until we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to affect our initial business combination.\n\n \n\nIn general, officers and directors of a company incorporated under the laws of the Cayman Islands are required to present business opportunities to a company if:\n\n \n\n \n●\nthe corporation could financially undertake the opportunity;\n\n \n\n \n●\nthe opportunity is within the corporation’s line of business; and\n\n \n\n \n●\nit would not be fair to the corporation and its shareholders for the opportunity not to be brought to the attention of the corporation.\n\n \n\nAccordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our Post-offering Memorandum and Articles provides that, to the maximum extent permitted by applicable law, our officers or directors shall have no duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as our company. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) up to 21 months from the date of this prospectus (or any other applicable deadline as described in this prospectus). This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he has pre-existing fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.\n\n \n\n36\n\n \n\n \n\nThe following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers and directors:\n\n \n\n**Individual**\n \n**Entity**\n \n**Entity’s Business**\n \n**Affiliation**\n\nPing Zhang\n \n\nGreen Leaf Air Freight Inc.\n\nGalaxyEdge Acquisition Corporation\n\nQuasarEdge Acquisition Corporation\n\nQuantumsphere Acquisition Corporation\n\nQuartzsea Acquisition Corporation\n\nYotta Acquisition Corporation\n\nQuetta Acquisition Corporation\n\nPelican Acquisition Corporation\n\n \n\nInvestment and Air Freight Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\n \n\nGeneral Manager\n\nChief Executive Officer\n\nIndependent Director\n\nChief Executive Officer\n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\n \n \n \n \n \n \n \n\nDaniel M. McCabe\n \n\nDaniel M. McCabe, LLC\n\n1200 Summer Street Association\n\nYotta Acquisition Corporation\n\nQuetta Acquisition Corporation\n\nBlack Hawk Acquisition Corp.\n\nGalaxyEdge Acquisition Corporation\n\nQuartzsea Acquisition Corporation\n\nPelican Acquisition Corporation\n\n \n\nLaw Firm\n\nReal Estate\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\n \n\nPartner\n\nManaging Partner\n\nIndependent Director and Compensation Committee Chair\n\nIndependent Director and Compensation Committee Chair\n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\n \n \n \n \n \n \n \n\nWei (Victor) Zhang\n \n\nAmerican Wall Street Listed Group Inc.\n\nGalaxyEdge Acquisition Corporation\n\nQuasarEdge Acquisition Corporation\n\nQuartzsea Acquisition Corporation\n\nQuantumsphere Acquisition Corporation\n\n \n\nConsulting Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\n \n\nChief Executive Officer\n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\n \n \n \n \n \n \n \n\nQi Gong\n \n\nYotta Acquisition Corporation\n\nQuetta Acquisition Corporation\n\nGalaxyEdge Acquisition Corporation\n\nQuasarEdge Acquisition Corporation\n\nQuantumsphere Acquisition Corporation\n\nPelican Acquisition Corporation\n\nAmerican Wall Street Listed Group Inc.\n\nAmerican Information Technology Inc.\n\nU.S. China Health Products Inc.\n\nU.S.-China Service Inc.\n\n \n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nSpecial Purpose Acquisition Company\n\nConsulting Company\n\nInformation Technology Consulting Company\n\nMarketing Consulting Company\n\nWealth Management Consulting Company\n\n \n\nIndependent Director\n\nIndependent Director\n\nIndependent Director\n\nChief Executive Officer\n\nIndependent Director\n\nIndependent Director\n\nChief Executive Officer\n\nChief Executive Officer\n\nChief Executive Officer\n\nChief Executive Officer\n\n \n\n37\n\n \n\n \n\nAccordingly, if any of the above officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law.\n\n \n\nWe are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our Company from a financial point of view.\n\n \n\nIn the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares held by them (and their permitted transferees will agree) and any Public Shares purchased during or after the IPO in favor of our initial business combination.\n\n \n\n**Limitation on Liability and Indemnification of Officers and Directors**\n\n \n\nCayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.\n\n \n\nInsofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable."}