Quarterly report pursuant to Section 13 or 15(d)

FAIR VALUE MEASUREMENTS

v3.22.2.2
FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2022
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Amount at

Description

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

September 30, 2022

Assets

Investments held in Trust Account:

 

  

  

 

  

  

Money Market investments

$

201,170,411

$

201,170,411

$

$

Liabilities

Warrant liability - Public Warrants

$

1,700,000

$

1,700,000

$

$

Warrant liability- Private Placement Warrants

$

1,020,000

$

$

$

1,020,000

Promissory note - related party

$

191,800

$

$

$

191,800

Amount at

Description

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

December 31, 2021

Assets

Investments held in Trust Account:

 

  

  

 

  

  

Money Market investments

$

200,010,449

$

200,010,449

$

$

Liabilities

Warrant liability - Public Warrants

$

10,300,000

$

10,300,000

$

$

Warrant liability- Private Placement Warrants

$

6,240,000

$

$

$

6,240,000

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are 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 ordinary 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.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of September 30, 2022 and December 31, 2021 after the Public Warrants were separately listed and traded.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Private Placement Warrants:

As of December 31, 

As of September 30, 

 

    

2021

    

2022

 

Stock price

 

$

9.92

 

$

9.93

Strike price

 

$

11.50

 

$

11.50

Probability of completing a Business Combination

 

*

20.0

%

Dividend yield

%  

%

Remaining term (in years)

5.25

5.48

Volatility

 

15.1

%  

4.5

%

Risk-free rate

 

1.28

%  

4.04

%

Fair value of warrants

 

$

1.04

 

$

0.17

*The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants.

The promissory note - related party was valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair value of the promissory note - related party was based on the following significant inputs:

    

    

As of September 

 

As of September

21, 2022 (Initial 

30, 2022

Measurement)

Warrant price

$

0.17

$

0.15

 

Conversion price

$

1.00

$

1.00

 

Expected term

 

0.5

 

0.5

Warrant volatility

 

271.1

%  

260.7

%

Risk free rate

 

3.9

%  

3.9

%

Discount rate

 

9.1

%  

6.4

%

Probability of completing a Business Combination

 

20.0

%  

20.0

%

Fair value of promissory note - related party

$

191,800

$

193,800

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

Private

Warrant

    

Placement

    

Public

    

Liabilities

Fair value as of January 1,2022

$

6,240,000

$

10,300,000

$

16,540,000

Change in fair value

 

(480,000)

 

(700,000)

 

(1,180,000)

Fair value as of March 31, 2022

5,760,000

9,600,000

15,360,000

Change in fair value

(5,280,000)

(8,800,000)

(14,080,000)

Fair value as of June 30, 2022

480,000

800,000

1,280,000

Change in fair value

540,000

900,000

1,440,000

Fair value as of September 30, 2022

$

1,020,000

$

1,700,000

$

2,720,000

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:

Fair value as of January 1, 2022

    

$

6,240,000

Change in fair value

 

(480,000)

Fair value as of March 31, 2022

5,760,000

Change in fair value

(5,280,000)

Fair value as of June 30, 2022

480,000

Promissory note - related party

193,800

Change in fair value

538,000

Fair value as of September 30, 2022

$

1,211,800

The Company recognized losses in connection with changes in the fair value of warrant liabilities of $1,440,000 and $5,180,000 within changes in fair value of warrants liabilities in the condensed statements of operations for the three months ended September 30, 2022 and 2021, respectively. The Company recognized gains in connection with changes in the fair value of warrants liabilities of $13,820,000 and $5,060,000 within change in fair value of warrant liabilities in the condensed statement of operations for the nine months ended September 30, 2022 and for the period from January 22, 2021 (inception) through September 30, 2021 (unaudited), respectively. The Company recognized a gain on the change in fair value of promissory note - related party of $8,200 in the condensed statement of operations for the three months ending September 30, 2022.