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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		March 31, 2023		December 31, 2022

Assets:
Marketable Securities held in Trust Account		1	$	353,935,852	$	350,168,339

Liabilities:
Derivative warrant liabilities – Private Placement Warrants		2	$	1,068,000	$	801,000
Derivative warrant liabilities – Public Warrants		1		2,070,000		1,552,500
			$	3,138,000	$	2,353,500

The Warrants are measured at fair value on a recurring basis. As of March 31, 2023 and December 31, 2022, the fair value of the Public Warrants is determined using quoted market prices and are classified as Level 1, and the Private Warrants are benchmarked to the fair value of the Public Warrants and are classified as Level 2.

The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:

	Private Placement Warrants		Public Warrants		Total
Fair value at December 31, 2022	$	801,000	$	1,552,500	$	2,353,500
Change in fair value		267,000		517,500		784,500
Fair value at March 31, 2023	$	1,068,000	$	2,070,000	$	3,138,000

	Private Placement Warrants			Public Warrants			Total
Fair value at December 31, 2021	$	4,324,000		$	8,625,000		$	12,949,000
Change in fair value		(1,990,300	)		(3,795,000	)		(5,785,300	)
Fair value at March 31, 2022	$	2,333,700		$	4,830,000		$	7,163,700

- Definition

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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