Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 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		June 30, 2023		Level		December 31, 2022
Assets:
Investments held in Trust Account		1	$	175,327,744		1	$	171,442,865
Liabilities:
Note payable - Sponsor		3	$	849,213		3	$	35,152
Warrant liability - Private Placement Warrants		2	$	996,556		2	$	319,000
Warrant liability - Public Warrants		1	$	1,319,890		1	$	422,500

The Sponsor note payable, Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within liabilities on the balance sheet. The note payable and the warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of note payable and change in fair value of warrant liabilities in the statements of operations, respectively.

Upon initial issuance, the Company used an option pricing model to value the Sponsor note payable. The Sponsor note payable was within Level 3 of the fair value hierarchy at the initial measurement dates due to the use of unobservable inputs.

The key inputs into the discount model as of June 30, 2023 and December 31, 2022 for the Sponsor note payable were as follows:


	June 30, 2023		December 31, 2022

Volatility		—		5.0%
Risk-free interest rate		5.08%		3.98-4.76%
Expected life of convertible promissory note		1.59 years		0.55 – 5.55 years
Dividend yield		—		0%
Probability of business combination		80.0%		5.0%

Upon initial issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and

one-half

of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the initial measurement dates due to the use of unobservable inputs. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the period March 3, 2021 (inception) through December 31, 2021. In addition, the Private Warrants transferred from a Level 3 measurement to a Level 2 measurement during the period March 3, 2021 (inception) through December 31, 2021.

The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of June 30, 2023 and December 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. At initial measurement, the Private Placement Warrants were valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants.

As of June 30, 2023 and December 31, 2022, the derivative liability related to the note payable was $849,213 and $35,152, respectively. In addition, for the three and six months ended June 30, 2023 the Company recorded $719,093 and $264,061 respectively, as an unrealized gain on the change in fair value of the Sponsor note payable in the statements of operations.

As of June 30, 2023 and December 31, 2022, the derivative liability related to the warrants was $2,316,446 and $741,500, respectively. In addition, for the six months ended June 30, 2023, the Company recorded $1,574,946 as an unrealized loss on the change in fair value of the derivative warrants in the statements of operations ($677,556 for Private Warrants and $897,390 for the Public Warrants, respectively). For the six months ended June 30, 2022, the Company recorded $11,276,732 as an unrealized gain on the change in fair value of the derivative warrants in the condensed statements of operations ($4,851,352 for Private Warrants and $6,425,380 for the Public Warrants, respectively).

- 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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