Warrant liabilities

11 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrant liabilities

Note 6— Warrant liabilities

At December 31, 2021, the Company has outstanding 20,500,000 warrants outstanding including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants.

The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the company accounts for its warrants as warrant liabilities.

The Company has recorded approximately $491,000 of costs to the statement of operations at inception of the warrants to reflect an allocation of total offering and issue costs to warrant issuance costs based on the relative fair values of the equity and warrant instruments.

The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	5,400,000	$	5,400,000	$	—	$	—
Private Placement Warrants	$	5,670,000	$	—	$	5,670,000	$	—
Warrant liability at December 31, 2021	$	11,070,000	$	5,400,000	$	5,670,000	$	—

At December 31, 2021, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.54 per warrant on December 31, 2021). Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statement of operations.

At inception of the warrants, October 25, 2021, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology to value the warrants. The estimated fair value of the warrant liability at October 25, 2021 was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares based on historical volatility 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 to remain at zero.

The warrant liabilities are not subject to qualified hedge accounting.

Transfers between Levels 1, 2 or 3 at the balance sheet date, December 31, 2021, are discussed below.

The following table provides quantitative information regarding Level 3 fair value measurements at inception of the warrants, October 25, 2021:

	At October 25, 2021 (Initial Measurement)
Stock price	$	10.00
Strike price	$	11.50
Term (in years)		5.0
Volatility		14	%
Risk-free rate		1.25	%
Dividend yield		0.00	%
Probability of acquisition		75	%
Fair value of warrants	$	0.79

The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at inception, October 25, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	October 25, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	7,900,000	$	—	$	—	$	7,900,000
Private Placement Warrants	$	8,295,000	$	—	$	—	$	8,295,000
Warrant liability at October 25, 2021	$	16,195,000					$	16,195,000

At December 31, 2021, the warrants were reclassified from Level 3 inputs at October 25, 2021 based on the different methodology used at December 31, 2021 as follows: Public Warrants were reclassified from Level 3 inputs to Level 1 inputs and Private Placement Warrants were reclassified from Level 3 inputs to Level 2 inputs. None of the values used at December 31, 2021 were level 3 inputs.

The following table presents the changes in the fair value of warrant liabilities:

	Warrant Liabilities			Public Warrants			Private Placement
Fair value at January 1, 2021		—			—			—
Initial measurement on October 25, 2021	$	16,195,000		$	7,900,000		$	8,295,000
Change in valuation inputs or other assumptions		(5,125,000	)		(2,500,000	)		(2,625,000	)
Fair value as of December 31, 2021	$	11,070,000		$	5,400,000		$	5,670,000