Business Combination: The Company's management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering arc intended to be generally applied toward consummating a Business Combina

FERING - (continued) The Company expects to pay an underwriting discount of 3% of the per Unit offering price to the underwriters at the closing of the Proposed Offering, with an additional fee (the "Deferral Discount") of 3% of the gross offering proceeds payable upon the Company's completion of a Business Combinati

s combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Proposed Offering. The Company has selected December 31" as its year end. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Proposed Financ

hese costs, together with the underatiter discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not completed. Income Tares: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, "Income Tax

f $5,800,000 or $6,407,500 if the over-allotment option is exercised), in a private placement that will occur simultaneously with the completion of the Proposed Offering (the "Private Placement Warrants"). Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 pe