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UNAUDITED FAIR VALUE MEASUREMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the

valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Public Warrants		Private Placement Warrants		Total Level 3 Financial Instruments
Derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000
Change in fair value	—		240,000		240,000
Level 3 derivative warrant liabilities at March 31, 2023	—		538,000		538,000
Change in fair value	—		2,082,000		2,082,000
Level 3 derivative warrant liabilities at June 30, 2023	—		2,620,000		2,620,000
Change in fair value	—		(458,000)		(458,000)
Level 3 derivative warrant liabilities at September 30, 2023	$	—	$	2,162,000	$	2,162,000

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 sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023:


	(Level 1)		(Level 2)		(Level 3)
Assets
Treasury securities held in trust account	$	42,423,610	$	—	$	—
Liabilities
Public Warrants	$	2,191,613	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,162,000

The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023:


	Public Warrants		Private Placement Warrants		Warrant Liability
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875
Change in fair value	212,520		240,000		452,520
Derivative warrant liabilities as of March 31, 2023	514,395		538,000		1,052,395
Change in fair value	2,142,105		2,082,000		4,224,105
Derivative warrant liabilities as of June 30, 2023	2,656,500		2,620,000		5,276,500
Change in fair value	(464,888)		(458,000)		(922,888)
Derivative warrant liabilities as of September 30, 2023	$	2,191,613	$	2,162,000	$	4,353,616

Measurement

The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the 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), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, 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), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023:


Input	Class B Common Stock
Common stock price	$	10.53
Exercise price	$	11.50
Risk-free rate of interest	4.55		%
Volatility	0.001		%
Term	5.17
Value of one warrant	$	0.182
Dividend yield	0.000		%

On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:


	January 24, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest	1.61		%	1.61		%
Volatility	10.85		%	10.86		%
Term	6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield	0.00		%	0.00		%

Non-recurring Fair Value Measurements

In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements.

The following are the key inputs into the calculation at the measurement date:


Input	Private Warrants
Common stock price	$	10.41
Estimated probability of the Initial Business Combination	10.00		%
Volatility	40.00		%
Risk-free rate	4.25		%
Time to expiration	1.50

NOTE 9 — FAIR VALUE MEASUREMENTS

At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on

a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Public Warrants		Private Placement Warrants		Total Level 3 Financial Instruments
Derivative warrant liabilities at March 10, 2021 (inception)	$	—	$	—	$	—
Initial fair value at issuance	7,498,575		7,405,638		14,904,213
Transfer public warrant liability to Level 1 measurement	(7,498,575)		—		(7,498,575)
Change in fair value	—		(7,107,638)		(7,107,638)
Level 3 derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000

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 sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	250,326,857	$	—	$	—
Liabilities
Public Warrants	$	301,875	$	—	$	—
Private Placement Warrants	$	—	$	—	$	298,000

The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022:


	Public Warrants		Private Placement Warrants		Warrant Liability
Derivative warrant liabilities as of January 1, 2022	$	—	$	—	$	—
Initial fair value of warrant liabilities at January 24, 2022	7,498,575		7,405,638		14,904,213
Change in fair value	(7,196,700)		(7,107,638)		(14,304,338)
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875

Measurement

The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022:


	December 31, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	—		$	10.21
Exercise price	$	—		$	11.50
Risk-free rate of interest	—		%	3.95		%
Volatility	—		%	0.00		%
Term	0			5.25
Value of one warrant	$	0.03		$	0.03
Dividend yield	—		%	0.00		%

During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:


	January 24, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest	1.61		%	1.61		%
Volatility	10.85		%	10.86		%
Term	6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield	0.00		%	0.00		%

- 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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