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 December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description:	Level		December 31, 2022		December 31, 2021
Assets:
Investments held in Trust Account		1	$	237,373,538		234,616,116
Liabilities:
Warrant liability – Private Placement Warrants		3	$	732,000		7,320,000
Warrant liability – Public Warrants		1		667,000		6,670,000

The 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 condensed balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

Upon consummation of the Initial Public Offering, 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 common stock and

one-half

of one Public Warrant) and (ii) the sale of Private Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary 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 issuance due to the use of unobservable inputs.

As of December 31, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of December 31, 2022, the Company used a Monte Carlo simulation model to value the Private Placement Warrants. As of December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of December 31, 2022 and December 31, 2021 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2022 and 2021:


	Fair Value Measurement Using Level 3 Inputs Total
Balance, November 2, 2021	$	—
Derivative liabilities recorded on issuance of derivative warrants		31,260,000
Transfer to Level 1		(15,180,000	)
Change in fair value of derivative liabilities		(8,760,000	)

Balance, December 31, 2021	$	7,320,000


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at December 31, 2021	$	7,320,000
Change in fair value of derivative warrant liabilities		(6,588,000	)

Balance, fair value at December 31, 2022	$	732,000

As of December 31, 2022 and December 31, 2021, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:


	December 31, 2022			December 31, 2021
Risk-free interest rate		3.99	%		1.26	%
Expected volatility of underlying shares		2.00	%		12.0	%
Dividend yield		0	%		0	%
Probability of business combination		12	%		90	%

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, 2021	$	7,320,000		$	6,670,000		$	13,990,000
Change in fair value		(6,588,000	)		(6,003,000	)		(12,591,000	)

Fair value at December 31, 2022	$	732,000		$	667,000		$	1,399,000

As of December 31, 2022 and December 31, 2021, the derivative liability was $1,399,000 and $13,990,000, respectively. In addition, for the year ended December 31, 2022 and 2021, the Company recorded $12,591,000 and $17,270,000 as a gain on the change in fair value of the derivative warrants on the statements of operations.