initial business combination. In addition, our sponsor has committed to purchase an aggregate of 11,600,000 (or 12,815,000 if the over-allotment option is exercised in full) private placement warrants, each exercisable for one- half of one share of our common stock at $5.75 per half share, for a purchase price of $5,800,000 (or $6,407,500 if the over-allotment option is exercised in full), or $0.50 per warrant, that will also be worthless if we do not complete a business combination. 45 The founder's shares are identical to the shares of common stock included in the units being sold in this offering. However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. Since our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of- pocket expenses if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. At the closing of our initial business combination, our sponsor, executive officers and dins:tors, 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. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our