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Fair Value Measurements

6 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9 - Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

December 31, 2022

Description		Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities		$	2,899,400			$	-			$	-
Liabilities:
Derivative warrant liabilities - Private		$	-			$	-			$	221,000

June 30, 2022

Description		Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities		$	23,454,494			$	-			$	-
Liabilities:
Derivative warrant liabilities - Public		$	402,500			$	-			$	-
Derivative warrant liabilities - Private		$	-			$	-			$	663,000

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement during the quarter ending September 30, 2022 due to low trading volume. There were no other transfers to/from levels for the three and six months ended December 31, 2022 and 2021.

On November 15, 2022, with the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock, resulting in the Company having a single class of outstanding voting stock, all of the outstanding Public Warrants were reclassified from derivative liability to equity.

The fair value of the Private Placement Warrants are measured using a Black Scholes option pricing model. The fair value of Public Warrants were measured based on the listed market price of such warrants, a Level 1 measurement when there existed quoted prices in active markets for the Public Warrants, and a Level 2 measurement when there existed quoted prices in an inactive market. For the three months ended December 31, 2022 and 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of approximately $281,000 and $213,000, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. For the six months ended December 31, 2022 and 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of approximately $615,000 and $1.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations.

The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the listed price of the Company’s Public Warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:

		As of June 30, 2022				As of December 31, 2022
Volatility			n/a				n/a
Stock price		$	10.15			$	10.18
Probability of Business Combination			40%				7%
Expected life of the options to convert			5.46				5.12
Risk-free rate			3.0%				3.9%
Dividend yield			0.0%				0.0%

The change in the fair value of the derivative warrant liabilities, classified as level 3, for the period for the six months ended December 31, 2022 and 2021 is summarized as follows:

Derivative warrant liabilities - Level 3, at June 30, 2021 - Level 3		$	663,000
Change in fair value of derivative warrant liabilities, Level 3			(276,250	)
Derivative warrant liabilities - Level 3, at September 30, 2022- Level 3			386,750
Change in fair value of derivative warrant liabilities, Level 3			(165,750	)
Derivative warrant liabilities - Level 3, at December 31, 2022 - Level 3		$	221,000

Derivative warrant liabilities - Level 3, at June 30, 2021- Level 3		$	3,635,450
Change in fair value of derivative warrant liabilities, Level 3			(723,770	)
Derivative warrant liabilities - Level 3, at September 30, 2021 - Level 3			2,911,680
Change in fair value of derivative warrant liabilities, Level 3			(132,600	)
Derivative warrant liabilities - Level 3, at December 31, 2021 - Level 3			2,779,080

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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